Sec Form 13G Filing - ILEX PARTNERS LLC filing for Genie Energy Ltd. (GNE) - 2020-02-07

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.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

GENIE ENERGY LTD.

(Name of Issuer)
 

Class B Common Stock, $0.01 par value

(Title of Class of Securities)
 

372284208

(CUSIP Number)
 

December 31, 2019

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

*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 the disclosures provided in a prior cover page.

The information required in 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. 37228420813G/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Ilex Partners, L.L.C.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

916,271

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

916,271

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

916,271

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.63%

12

TYPE OF REPORTING PERSON

OO

         

 

 

 

CUSIP No. 37228420813G/APage 3 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Steinhardt Overseas Management, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

6

SHARED VOTING POWER

916,271

7

SOLE DISPOSITIVE POWER

 

8

SHARED DISPOSITIVE POWER

916,271

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

916,271

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.64%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. 37228420813G/APage 4 of 8 Pages

 

 

1

NAME OF REPORTING PERSON

Michael H. Steinhardt

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

916,271

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

916,271

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

916,271

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.64%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 37228420813G/APage 5 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is GENIE ENERGY LTD. (the "Company").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company's principal executive offices are located at 520 Broad Street, Newark, New Jersey 07102.

 

Item 2(a). NAME OF PERSON FILING
   
  (i) Ilex Partners, L.L.C., a Delaware limited liability company ("Ilex"), with respect to the shares of Common Stock directly owned by it;
   
(ii) Steinhardt Overseas Management, L.P., a Delaware limited partnership ("SOM"), with respect to the shares of Common Stock directly owned by Ilex; and
   
(iii) Michael H. Steinhardt ("Mr. Steinhardt"), with respect to the shares of Common Stock directly owned by Ilex.
   
  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The address of the business office of each of the Reporting Persons is 650 Madison Avenue, 17th Floor, New York, New York 10022.

 

Item 2(c). CITIZENSHIP
  Ilex is a limited liability company organized under the laws of the State of Delaware.  SOM is a limited partnership organized under the laws of the State of Delaware.  Mr. Steinhardt is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Class B Common Stock, par value $0.01 per share (the "Common Stock").

 

Item 2(e). CUSIP NUMBER
  372284208.  

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

 

 

CUSIP No. 37228420 813G/APage 6 of 8 Pages

 

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  Not applicable.

 

Item 4. OWNERSHIP
  A. Ilex Partners, L.L.C.
    (a) Amount beneficially owned:  916,271
    (b) Percentage of class:  3.64%  The percentage set forth in this Schedule 13G/A is calculated based upon the 25,175,759 shares of Common Stock outstanding as of November 8, 2019 as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, filed with the Securities and Exchange Commission on November 12, 2019.
    (c) (i) Sole power to vote or direct the vote:  0
      (ii) Shared power to vote or direct the vote:  916,271
      (iii) Sole power to dispose or direct the disposition:  0
      (iv) Shared power to dispose or direct the disposition:  916,271
         
  B. Steinhardt Overseas Management, L.P.
    (a) Amount beneficially owned:  916,271
    (b) Percentage of class:  3.64%  
    (c) (i) Sole power to vote or direct the vote:  0
      (ii) Shared power to vote or direct the vote:  916,271
      (iii) Sole power to dispose or direct the disposition:  0
      (iv) Shared power to dispose or direct the disposition:  916,271

 

 

 

CUSIP No. 37228420813G/APage 7 of 8 Pages

 

 

  C. Michael H. Steinhardt
    (a) Amount beneficially owned:  916,271
    (b) Percentage of class:  3.64%  
    (c) (i) Sole power to vote or direct the vote:  0
      (ii) Shared power to vote or direct the vote:  916,271
      (iii) Sole power to dispose or direct the disposition:  0
      (iv) Shared power to dispose or direct the disp osition:  916,271

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  Not applicable.

 

Item 10. CERTIFICATION
   
  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

CUSIP No. 37228420813G/APage 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 7, 2020

 

   
/s/ Michael H. Steinhardt  

Michael H Steinhardt, individually, and

as general partner of Steinhardt Overseas

Management, L.P., for itself and as

managing member of Illex Partners, L.L.C.