Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 9 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PrimeEnergy Resources Corporation
(Name of Issuer)
Common Stock (par value $.10 per share)
(Title of Class of Securities)
74158E104
(CUSIP Number)
Robert de Rothschild
Amrace Inc.
130 E. 63rd Street, 14th Floor
New York, New York 10065
New York, New York 10065
(917) 981-7325
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 12, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 74158E104
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1
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NAMES OF REPORTING PERSONS
Amrace Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
295,768
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
295,768
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,768
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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(1)
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This percentage was calculated based on 1,820,576 outstanding shares of the Issuer as of November 13, 2023.
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CUSIP No. 74158E104
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1
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NAMES OF REPORTING PERSONS
Robert de Rothschild
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(c) ☐
(d) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ☐
Not Applicable
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH: |
7
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SOLE VOTING POWER
0
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|
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8
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SHARED VOTING POWER
295,768
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||
|
9
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SOLE DISPOSITIVE POWER
0
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||
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10
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SHARED DISPOSITIVE POWER
295,768
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||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
295,768
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||
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12
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
NOT APPLICABLE
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.2%(1)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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This percentage was calculated based on 1,820,576 outstanding shares of the Issuer as
of November 13, 2023.
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CUSIP No. 74158E104
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Item 1.
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Security and Issuer
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(a)
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Title of Class of Securities:
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Common Stock, $0.10 par value (the “Shares”)
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(b)
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Name of Issuer:
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PrimeEnergy Resources Corporation (the “Issuer”)
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(c)
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Address of Issuer’s Principal Executive Offices:
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9821 Katy Freeway
Houston, TX 77024
Houston, TX 77024
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Item 2.
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Identity and Background
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(a)
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Name of Reporting Person:
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i)
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Robert de Rothschild (“Reporting Person”)
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ii)
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Amrace Inc. (“Amrace”)
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(b)
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Principal Business Address:
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The principal business address of the Reporting Person and Amrace is:
130 E. 63rd Street, 14th Floor
New York, NY 10065
New York, NY 10065
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(c)
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Occupation, Employment and Other Information:
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The Reporting Person is an individual engaged in the business of private investing. Amrace is a Delaware corporation
engaged in the business of private investing.
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(d)
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Criminal convictions:
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Neither the Reporting Person nor Amrace have, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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Civil proceedings:
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Neither the Reporting Person nor Amrace have, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which the Reporting Person or Amrace was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
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(f)
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Citizenship:
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i)
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France
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ii)
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United States
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Item 3. Source and Amount of Funds or Other Consideration
WC – Amrace Inc.
PF – Robert de Rothschild
Item 4. Purpose of Transaction
On March 12, 2024, Amrace sold 17,750 Shares and Robert de Rothschild sold 250 Shares, in a private resale transaction with the Issuer, at
$92.00 per share, for total proceeds of $1,633,000 and $23,000, respectively.
Item 5. Interests in Securities of the Issuer:
As of March 12, 2024, the Reporting Person and Amrace hold the following Shares:
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(g)
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Number of shares as to which the Reporting Person has:
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(i)
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Sole power to vote or to direct the vote: 0
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(ii)
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Shared power to vote or to direct the vote: 295,768
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(iii)
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Sole power to dispose or direct the disposition: 0
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(iv)
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Shared power to dispose or direct the disposition: 295,768
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(v)
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Aggregate amount of shares beneficially owned: 295,768
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(vi)
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Percent of class represented in Item (v) above: 16.2%
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Person and Amrace entered into a verbal agreement with the Issuer to sell a total of 18,000 Shares to the Issuer at $92.00
per share on March 12, 2024
Item 7. Materials to be Filed as Exhibits
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
Date: March 15, 2024
/s/ Robert de
Rothschild
Robert de Rothschild
Robert de Rothschild
AMRACE INC.
By: /s/ Robert de Rothschild
Robert de Rothschild
President
Robert de Rothschild
President