Sec Form 13G Filing - JCP Investment Management LLC filing for First Reserve Sustainable Growth Corp. (FRSG) - 2021-04-28

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. )¹

 

First Reserve Sustainable Growth Corp.

(Name of Issuer)

Unit

(Title of Class of Securities)

336169206

(CUSIP Number)

April 20, 2021

(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)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

1              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).

 

	1		NAME OF REPORTING PERSON
				JCP Investment Partnership, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							873,435
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							873,435
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				873,435
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				3.9%
	12		TYPE OF REPORTING PERSON
				PN

  

	1		NAME OF REPORTING PERSON
				JCP Investment Partners, LP
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							873,435
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							873,435
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				873,435
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				3.9%
	12		TYPE OF REPORTING PERSON
				PN

  

 

1

NAME OF REPORTING PERSON

JCP Investment Holdings, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

TEXAS

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

873,435

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

7

SOLE DISPOSITIVE POWER

873,435

8

SHARED DISPOSITIVE POWER

- 0 -

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

873,435

10

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

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

3.9%

12

TYPE OF REPORTING PERSON

OO

  

 

	1		NAME OF REPORTING PERSON
				JCP Investment Management, LLC
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				TEXAS
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,289,366
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,289,366
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,289,366
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.8%
	12		TYPE OF REPORTING PERSON
				OO

  

 

	1		NAME OF REPORTING PERSON
				James C. Pappas
	2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP															(a) ☐
																		(b) ☐
	3		SEC USE ONLY
	4		CITIZENSHIP OR PLACE OF ORGANIZATION
				USA
NUMBER OF				5		SOLE VOTING POWER
SHARES
BENEFICIALLY							1,289,366
OWNED BY				6		SHARED VOTING POWER
EACH
REPORTING							- 0 -
PERSON WITH				7		SOLE DISPOSITIVE POWER
							1,289,366
				8		SHARED DISPOSITIVE POWER
							- 0 -
	9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
				1,289,366
	10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES															☐
	11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
				5.8%
	12		TYPE OF REPORTING PERSON
				IN

  

Item 1(a).

Name of Issuer:

 

First Reserve Sustainable Growth Corp., a Delaware corporation (the “Issuer”).

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

290 Harbor Drive, Fifth Floor

Stamford, CT 06902

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by JCP Investment Partnership, LP, a Texas limited partnership (“JCP Partnership”); JCP Investment Partners, LP, a Texas limited partnership (“JCP Partners”), which serves as the general partner of JCP Partnership; JCP Investment Holdings, LLC, a Texas limited liability company (“JCP Holdings”), which serves as the general partner of JCP Partners; JCP Investment Management, LLC, a Texas limited liability company (“JCP Management”), which serves as the investment manager of JCP Partnership and certain managed accounts (the “JCP Accounts”); and James C. Pappas, as the managing member of JCP Management and sole member of JCP Holdings. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The address of the principal office of each of the Reporting Persons is 1177 West Loop South, Suite 1320, Houston, Texas 77027.

 

Item 2(c).

Citizenship:

 

JCP Partnership, JCP Partners, JCP Holdings and JCP Management are organized under the laws of the State of Texas. Mr. Pappas is a citizen of the United States of America.

 

Item 2(d).

Title of Class of Securities:

 

Unit (each consisting of one share of Class A common stock of the Issuer, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one warrant of the Issuer (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share). The Warrants will become exercisable on the later of (i) 30 days after the completion of the Issuer’s initial business combination (“Initial Business Combination”) or (ii) 12 months after the closing of the Issuer’s offering, and will expire five years after the completion of the Initial Business Combination, or earlier upon redemption or liquidation. Accordingly, each Unit has been reported herein as representing the beneficial ownership of one (1) share of Class A Common Stock.

 

Item 2(e).

CUSIP Number:

 

336169206

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

		/x/	Not applicable.
	(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)	/ /	Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:

 

As of the close of business on April 27, 2021:

 

(i)

JCP Partnership directly owned 873,435 Units. Each of JCP Partners, as the general partner of JCP Partnership, and JCP Holdings, as the general partner of JCP Partners, may be deemed the beneficial owner of the 873,435 Units owned by JCP Partnership.

 

(ii)

The JCP Accounts held 415,931 Units.

 

(iii)

JCP Management, as the investment manager of JCP Partnership and the JCP Accounts, may be deemed the beneficial owner of the (i) 873,435 Units owned by JCP Partnership and (ii) 415,931 Units held in the JCP Accounts. Mr. Pappas, as the managing member of JCP Management and sole member of JCP Holdings, may be deemed the beneficial owner of the (i) 873,435 Units owned by JCP Partnership and (ii) 415,931 Units held in the JCP Accounts.

 

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Units he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Units reported herein that are not directly owned by such Reporting Person.

 

(b)

Percent of class:

 

The following percentages are based on 22,243,955 Units outstanding as of March 9, 2021, which is the total number of Units outstanding as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 16, 2021.

 

As of the close of business on April 27, 2021, (i) each of JCP Partnership, JCP Partners, and JCP Holdings may be deemed to beneficially own approximately 3.9% of the outstanding Units, and (ii) JCP Management and Mr. Pappas may be deemed to beneficially own approximately 5.8% of the outstanding Units.

 

(c)

Number of shares as to which such person has:

 

(i)

Sole power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(ii)

Shared power to vote or to direct the vote:

 

See Cover Pages Items 5-9.

 

(iii)

Sole power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

(iv)

Shared power to dispose or to direct the disposition of:

 

See Cover Pages Items 5-9.

 

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 That 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.

 

See Exhibit 99.1.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certifications.

 

By signing below each of the undersigned certifies that, to the best of 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.

 

SIGNATURE

 

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

 

Dated: April 28, 2021

 

	JCP Investment Partnership, LP
	By:	JCP Investment Management, LLC Investment Manager
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Managing Member

 

 

	JCP Investment Partners, LP
	By:	JCP Investment Holdings, LLC General Partner
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Sole Member

 

 

	JCP Investment Holdings, LLC
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Sole Member

 

 

	JCP Investment Management, LLC
	By:	/s/ James C. Pappas
		Name:	James C. Pappas
		Title:	Managing Member

 

 

	/s/ James C. Pappas
	James C. Pappas