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.
- Peter Lynch
What is insider trading>>
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 1 of 12 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
||
| Washington, D.C. 20549 | ||
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(AMENDMENT NO. 1)*
ECO-STIM ENERGY SOLUTIONS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
27888D101
(CUSIP Number)
December 31, 2017
(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) |
| [X] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
| * | 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. 27888D101 | SCHEDULE 13G | Page 2 of 12 |
EXPLANATORY NOTE
| ||||
| 1. | Names
of Reporting Persons Bienville Argentina Opportunities Fund 2.0, LP | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [ ] | |||
| (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 5,912,611 | |||
| 7. | Sole
Dispositive Power 0 | |||
| 8. | Shared
Dispositive Power 5,912,611 | |||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,912,611 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
| 11. | Percent
of Class Represented by Amount in Row (9) 7.9% | |||
| 12. | Type
of Reporting Person (See Instructions) PN | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 3 of 12 |
| 1. | Names
of Reporting Persons BAOF 2.0 GP, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [ ] | |||
| (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 5,912,611 | |||
| 7. | Sole
Dispositive Power 0 | |||
| 8. | Shared
Dispositive Power 5,912,611 | |||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 5,912,611 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
| 11. | Percent
of Class Represented by Amount in Row (9) 7.9% | |||
| 12. | Type
of Reporting Person (See Instructions) OO | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 4 of 12 |
| 1. | Names
of Reporting Persons Bienville Capital Management, LLC |
|||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [ ] | |||
| (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 6,578,149 | |||
| 7. | Sole
Dispositive Power 0 | |||
| 8. | Shared
Dispositive Power 6,578,149 | |||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 6,578,149 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.8% | |||
| 12. | Type
of Reporting Person (See Instructions) IA | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 5 of 12 |
| 1. | Names
of Reporting Persons William Herbert Stimpson, II | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [ ] | |||
| (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 6,578,149 | |||
| 7. | Sole
Dispositive Power 0 | |||
| 8. | Shared
Dispositive Power 6,578,149 | |||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 6,578,149 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.8% | |||
| 12. | Type
of Reporting Person (See Instructions) IN | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 6 of 12 |
| 1. | Names
of Reporting Persons Michael Cullen Thompson, Jr. | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | [ ] | |||
| (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 6,578,149 | |||
| 7. | Sole
Dispositive Power 0 | |||
| 8. | Shared
Dispositive Power 6,578,149 | |||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 6,578,149 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] | |||
| 11. | Percent
of Class Represented by Amount in Row (9) 8.8% | |||
| 12. | Type
of Reporting Person (See Instructions) IN | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 7 of 12 |
Item 1. | ||
| (a) | Name
of Issuer Eco-Stim Energy Solutions, Inc. | |
| (b) | Address
of Issuer’s Principal Executive Offices Suite 275 Houston, TX 77043 | |
| Item 2. | ||
| (a) | Name
of Person Filing BAOF 2.0 GP, LLC, a Delaware limited liability company (“General Partner 2”); Bienville Capital Management, LLC, a Delaware limited liability company (“Investment Manager”); William Herbert Stimpson, II Michael Cullen Thompson, Jr. | |
| (b) | Address
of the Principal Office or, if none, Residence 35th Floor New York, NY 10175 | |
| (c) | Citizenship All entities are organized in Delaware. The individuals are all United States citizens. | |
| (d) | Title
of Class of Securities Common Stock, par value $0.001 per share | |
| (e) | CUSIP
Number 27888D101 | |
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 8 of 12 |
| Item 3. | If this statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||
| (a) | [ ] | Broker or dealer registered under Section 15 of the Exchange Act; | ||
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||
| (c) | [ ] | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | ||
| (d) | [ ] | Investment company registered under Section 8 of the Investment Company Act; | ||
| (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) | [ ] | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _ | ||||
| Item 4. | Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.1 | ||||
| (a) | Amount beneficially owned: | |||
| Argentina Fund 2 | 5,912,611 | |||
| General Partner 2 | 5,912,611 | |||
| Investment Manager | 6,578,149 | |||
| William Herbert Stimpson, II | 6,578,149 | |||
| Michael Cullen Thompson, Jr. | 6,578,149 | |||
| (b) | Percent of class: (1) | |||
| Argentina Fund 2 | 7.9% | |||
| General Partner 2 | 7.9% | |||
| Investment Manager | 8.8% | |||
| William Herbert Stimpson, II | 8.8% | |||
| Michael Cullen Thompson, Jr. | 8.8% | |||
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 9 of 12 |
| (c) | Number of shares as to which the person has: | ||||
| (i) | Sole power to vote or to direct the vote | ||||
| Argentina Fund 2 | 0 | ||||
| General Partner 2 | 0 | ||||
| Investment Manager | 0 | ||||
| William Herbert Stimpson, II | 0 | ||||
| Michael Cullen Thompson, Jr. | 0 | ||||
| (ii) | Shared power to vote or to direct the vote | ||||
| Argentina Fund 2 | 5,912,611 | ||||
| General Partner 2 | 5,912,611 | ||||
| Investment Manager | 6,578,149 | ||||
| William Herbert Stimpson, II | 6,578,149 | ||||
| Michael Cullen Thompson, Jr. | 6,578,149 | ||||
| (iii) | Sole power to dispose or to direct the disposition of | ||||
| Argentina Fund 2 | 0 | ||||
| General Partner 2 | 0 | ||||
| Investment Manager | 0 | ||||
| William Herbert Stimpson, II | 0 | ||||
| Michael Cullen Thompson, Jr. | 0 | ||||
| (iv) | Shared power to dispose or to direct the disposition of | ||||
| Argentina Fund 2 | 5,912,611 | ||||
| General Partner 2 | 5,912,611 | ||||
| Investment Manager | 6,578,149 | ||||
| William Herbert Stimpson, II | 6,578,149 | ||||
| Michael Cullen Thompson, Jr. | 6,578,149 | ||||
| (1) | The percentages used throughout this Schedule 13G are based upon 74,545,045 shares of common stock outstanding as of November 10, 2017, as reported in the Company's Quarterly Report on Form 10-G on November 13, 2017, for the quarter ended September 30, 2017. |
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 10 of 12 |
| 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 five percent of the class of securities, check the following [ ]
| 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. |
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. |
By signing below the undersigned 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, other than activities solely in connection with a nomination under §240.14a-11.
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 11 of 12 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
February 14, 2018
Bienville Argentina Opportunities Fund 2.0, LP
| By: | BAOF 2.0 GP, LLC, its General Partner | |
| By: | /s/ Donald Stoltz, III | |
| Name: | Donald Stoltz, III | |
| Title: | Chief Operating Officer | |
BAOF 2.0 GP, LLC as General Partner of Bienville Argentina Opportunities Fund 2.0, LP
| By: | /s/ Donald Stoltz, III | |
| Name: | Donald Stoltz, III | |
| Title: | Chief Operating Officer |
Bienville Capital Management, LLC, as Investment Manager of Bienville Argentina Opportunities Fund 2.0, LP, and various separately managed account clients
| By: | /s/ William H. Stimpson, II | |
| Name: | William H. Stimpson, II | |
| Title: | Managing Member |
William H. Stimpson, II, as Managing Member of the Investment Manager and BAOF 2.0 GP, LLC
| /s/ William H. Stimpson, II |
M. Cullen Thompson, Jr., as Managing Member of the Investment Manager and BAOF 2.0 GP, LLC
| /s/ M. Cullen Thompson, Jr. |
| CUSIP No. 27888D101 | SCHEDULE 13G | Page 12 of 12 |
EXHIBIT A
STATEMENT FILED PURSUANT TO RULE 13D-1(K)(1)(III) OF
REGULATION 13D-G OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2018
Bienville Argentina Opportunities Fund 2.0, LP
| By: | BAOF 2.0 GP, LLC, its General Partner | |
| By: | /s/ Donald Stoltz, III | |
| Name: | Donald Stoltz, III | |
| Title: | Chief Operating Officer | |
BAOF 2.0 GP, LLC as General Partner of Bienville Argentina Opportunities Fund 2.0, LP
| By: | /s/ Donald Stoltz, III | |
| Name: | Donald Stoltz, III | |
| Title: | Chief Operating Officer |
Bienville Capital Management, LLC, as Investment Manager Bienville Argentina Opportunities Fund 2.0, LP, and various separately managed account clients
| By: | /s/ William H. Stimpson, II | |
| Name: | William H. Stimpson, II | |
| Title: | Managing Member |
William H. Stimpson, II, as Managing Member of the Investment Manager and BAOF 2.0 GP, LLC
| /s/ William H. Stimpson, II |
M. Cullen Thompson, Jr., as Managing Member of the Investment Manager and BAOF 2.0 GP, LLC
| /s/ M. Cullen Thompson, Jr. |