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"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
ENSERVCO CORPORATION (Name of Issuer) |
Common Stock, par value $0.005 per share (Title of Class of Securities) |
29358Y201 (CUSIP Number) |
STAR EQUITY FUND, LP 53 Forest Avenue, Suite 101, Old Greenwich, CT, 06870 203-489-9504 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/22/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
STAR EQUITY FUND, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Excludes 3,476,965 shares of 2.0% Cumulative Mandatorily Convertible Series A Preferred shares ("Enservco Mandatorily Convertible Preferred Shares"). The Enservco Mandatorily Convertible Preferred Shares will mandatorily convert into the Issuer's common stock at an initial rate of one share of common stock per Enservco Mandatorily Convertible Preferred Share upon approval of such conversion by the Issuer at least 150 days after the date of the Share Exchange Agreement dated August 9, 2024.
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
STAR EQUITY FUND GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
STAR INVESTMENT MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
STAR OPERATING COMPANIES, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
HUDSON GLOBAL, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
JEFFREY E. EBERWEIN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,03
5.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 29358Y201 |
| 1 |
Name of reporting person
STAR VALUE INVESTMENTS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,024,035.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The following constitutes Amendment No. 2 ("Amendment No.2") to the Schedule 13D filed by the undersigned on August 16, 2024 (the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.005 per share |
| (b) | Name of Issuer:
ENSERVCO CORPORATION |
| (c) | Address of Issuer's Principal Executive Offices:
14133 Country Road 9 1/2, Longmont,
COLORADO
, 80504. |
| Item 2. | Identity and Background |
| (a) | Item 2 is hereby amended and restated to read as follows: This statement is filed by: (i) Star Operating Companies, Inc., a Delaware corporation ("Star Operating Companies") formerly known as Star Equity Holdings; (ii) Star Equity Fund, LP, a Delaware limited partnership ("Star Equity Fund"); (iii) Star Equity Fund GP, LLC, a Delaware limited liability company ("Star Equity GP"), which serves as the general partner of Star Equity Fund; (iv) Star Investment Management, LLC, a Connecticut limited liability company ("Star Investment Management"), which serves as the investment manager of Star Equity Fund; (v) Jeffrey E. Eberwein, who serves as the manager of Star Equity GP and Star Investment Management; (vi) Star Value, LLC., a Delaware limited liability company ("Star Value"); and (vii) Hudson Global, Inc., a Delaware corporation ("Hudson Global"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of the principal office of each of Star Equity Fund, Star Equity GP, Star Investment Management, Star Operating Companies, Hudson Global, Star Value, and Mr. Eberwein is 53 Forest Avenue, Suite 101 and 102, Old Greenwich, Connecticut 06870. |
| (c) | The principal business of Star Equity Fund is investing in securities. The principal business of Star Equity GP is serving as the general partner of Star Equity Fund. The principal business of Star Investment Management is serving as the investment manager of Star Equity. The principal business of Star Value is serving as sole member of Star Equity GP. The principal business of Star Operating Companies is serving as the sole owner of various divisions of Hudson Global. The principal business of Hudson Global is serving as a diversified holding company to various operating companies. The principal occupation of Mr. Eberwein is serving as the CEO of Hudson Global. He also serves as manager of Star Equity GP and Star Investment Management. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. |
| (f) | Mr. Eberwein is a citizen of the United States of America. Star Operating Companies, Star Equity Fund, Star Equity GP, Star Value, and Hudson Global are organized under the laws of the state of Delaware. Star Investment Management is organized under the laws of the state of Connecticut. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Items 5(a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of the Shares reported owned by each person named herein is based upon 58,182,785 Shares outstanding as of December 29, 2024, which is the total number of Shares reported outstanding in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on December 30, 2024. A. Star Operating Companies Star Operating Companies, as the parent of Star Value, sole member of Star Management, and limited partner of Star Equity Fund may be deemed the beneficial owner of the 9,024,035 Shares beneficially owned by Star Equity Fund. Percentage: Approximately 15.5% B. Star Equity Fund As of the close of business on August 26, 2025, Star Equity Fund beneficially owned 9,024,035 Shares. Percentage: Approximately 15.5% C. Star Equity GP Star Equity GP, as the general partner of Star Equity Fund, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: Approximately 15.5% D. Star Investment Management Star Investment Management, as the investment manager of Star Equity Fund, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: Approximately 15.5% E. Mr. Eberwein Mr. Eberwein, as the manager of Star Equity GP and Star Equity Management, may be deemed the beneficial owner of the 9,024,035 Shares owned by Star Equity Fund. Percentage: Approximately 15.5% F. Hudson Global, Inc. Hudson Global, as the parent of Star Operating Companies, may be deemed the beneficial owner of 9,024,035 Shares owned by Star Equity Fund. Percentage: Approximately 15.5% G. Star Value Star Value, as the sole member of Star Equity GP and wholly owned subsidiary of Star Operating Companies may be deemed the beneficial owner of the Shares of common stock owned by Star Equity Fund. Percentage: Approximately 15.5% |
| (b) | A. Star Operating Companies 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 B. Star Equity Fund 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 C. Star Equity GP 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 D. Star Investment Management 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 E. Mr. Eberwein 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 F. Hudson Global 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 G. Star Value 1. Sole power to vote or direct vote: 9,024,035 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 9,024,035 4. Shared power to dispose or direct the disposition: 0 |
| (c) | A. Star Operating Companies Star Operating Companies has not entered into any transactions in the Shares during the past 60 days. B. Star Equity Fund Star Equity Fund has not entered into any transactions in the Shares during the past 60 days. C. Star Equity GP Star Equity GP has not entered into any transactions in the Shares in the last 60 days. D. Star Investment Management Star Operating Companies has not entered into any transactions in the Shares during the past 60 days. E. Mr. Eberwein Mr. Eberwein has not entered into any transactions in the Shares during the past 60 days. F. Star Value Star Value has not entered into any transactions in the Shares during the past 60 days. G. Hudson Global Hudson Global has not entered into any transactions in the Shares during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On August 22, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer. A copy of the Joint Filing Agreement is attached as Exhibit 99.5 hereto and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following: 99.5 Joint Filing Agreement dated August 22, 2025 |
| 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.
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