SECURITIES AND EXCHANGE COMMISSION

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)

 

NGL Energy Partners LP

(Name of Issuer)

Common units representing limited partnership interests

(Title of Class of Securities)

62913M107

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 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. 62913M107

13G

 

 

 

1

Name of Reporting Persons
NGL Holdings, Inc.

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,352,044 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
CO

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

2


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Denham Commodity Partners Fund II LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
3,352,044 (1)

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

3


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Denham Commodity Partners GP II LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,352,044 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

4


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Denham Capital Management LP

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,352,044 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
PN

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

5


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Denham Capital Management GP LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,352,044 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
OO

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

6


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Denham GP II LLC

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,352,044 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
OO

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

7


 

CUSIP No. 62913M107

13G

 

 

 

1

Name of Reporting Persons
Stuart D. Porter

 

 

2

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

o

 

 

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
3,352,044 (1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
3,352,044 (1)

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,352,044 (1)

 

 

10

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  o

 

 

11

Percent of Class Represented by Amount in Row (11)
6.2% (2)

 

 

12

Type of Reporting Person (See Instructions)
IN

 

(1) Consists of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

(2) Approximate figure based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, the Reporting Person may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

8


 

CUSIP No.   62913M107

13G

 

 

Item 1(a)

Name of Issuer.
NGL Energy Partners, LP

Item 1(b)

Address of Issuer’s Principal Executive Offices.

6120 South Yale Avenue

Suite 805

Tulsa, Oklahoma 74136

 

Item 2(a)

Name of Person(s) Filing.

NGL Holdings, Inc.

Denham Commodity Partners Fund II LP

Denham Commodity Partners GP II LP

Denham Capital Management LP

Denham Capital Management GP LLC

Denham GP II LLC

Stuart D. Porter

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

The principal business office of each Reporting Person is:

 

200 Clarendon St.

25th Floor

Boston, MA 02116

Item 2(c)

Citizenship.

NGL Holdings, Inc. is a Delaware corporation.

Denham Commodity Partners Fund II LP is a Delaware limited partnership.

Denham Commodity Partners GP II LP is a Delaware limited partnership.

Denham Capital Management LP is a Delaware limited partnership.

Denham Capital Management GP LLC is a Delaware limited liability company.

Denham GP II LLC is a Delaware limited liability company.

Stuart D. Porter is a United States citizen.

Item 2(d)

Title of Class of Securities.

Common units representing limited partnership interests

Item 2(e)

CUSIP Number.

62913M107

 

 

Item 3

Reporting Person.

Not applicable.

 

9


 

CUSIP No.   62913M107

13G

 

 

Item 4

Ownership.

 

 

 

NGL Holdings, Inc.

 

Denham Commodity
Partners Fund II LP

 

Denham Commodity
Partners GP II LP

 

Amount Beneficially Owned:

 

3,352,044

 

3,352,044

 

3,352,044

 

Percent of Class:

 

6.2

%

6.2

%

6.2

%

Number of Shares as to which such persons has:

 

 

 

 

 

 

 

(i)    Sole power to vote or direct the vote:

 

3,352,044

 

3,352,044

 

—

 

(ii)   Shared power to vote or direct the vote:

 

—

 

—

 

3,352,044

 

(iii)  Sole power to dispose or to direct the disposition of:

 

3,352,044

 

3,352,044

 

—

 

(iv)  Shared power to dispose or to direct the disposition of:

 

—

 

—

 

3,352,044

 

 

 

 

Denham Capital
Management
LP

 

Denham Capital
Management
GP LLC

 

Denham GP II
LLC

 

Stuart D. Porter

 

Amount Beneficially Owned:

 

3,352,044

 

3,352,044

 

3,352,044

 

3,352,044

 

Percent of Class:

 

6.2

%

6.2

%

6.2

%

6.2

%

Number of Shares as to which such persons has:

 

 

 

 

 

 

 

 

 

(i)    Sole power to vote or direct the vote:

 

—

 

—

 

—

 

—

 

(ii)   Shared power to vote or direct the vote:

 

3,352,044

 

3,352,044

 

3,352,044

 

3,352,044

 

(iii)  Sole power to dispose or to direct the disposition of:

 

—

 

—

 

—

 

—

 

(iv)  Shared power to dispose or to direct the disposition of:

 

3,352,044

 

3,352,044

 

3,352,044

 

3,352,044

 

 

The amounts beneficially owned consist of 1,807,944 common units and 1,544,100 subordinated units held by NGL Holdings, Inc.  The subordinated units have no expiration date and will convert on a one-for-one basis into common units at the end of the subordination period, as described in the Issuer’s Registration Statement on Form S-1, as amended (File No. 333-172186), and as set forth in the Issuer’s Second Amended and Restated Agreement of Limited Partnership, as amended.

 

The percentages of ownership above are approximate figures based upon a total of the 47,960,480 common units and 5,919,346 subordinated units outstanding as of November 13, 2012 per the Issuer’s Form 10-Q filed with the SEC on November 14, 2012.  Not including the subordinated units, each of the Reporting Persons may be deemed to have beneficial ownership over 1,807,944 common units or 3.8% of the 47,960,480 common units actually outstanding as of November 13, 2012.

 

NGL Holdings, Inc. is 100% owned by Denham Commodity Partners Fund II LP, which is managed by its general partner, Denham Commodity Partners GP II LP, which is owned by the employees of Denham Capital Management LP and is controlled by its general partner, Denham GP II LLC, which is in turn owned by Stuart D. Porter.  Denham Capital Management LP acts as the investment advisor for Denham Commodity Partners Fund II LP and is controlled by its general partner, Denham Capital Management GP LLC, which is in turn controlled by Stuart D. Porter.  Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons (other than by NGL Holdings, Inc., solely with respect to its direct holdings of units) that they are the beneficial owner of any of the units referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person (other than by NGL Holdings, Inc., solely with respect to its direct holdings of units) except to the extent of such Reporting Person’s pecuniary interest, if any, in the units.

 

10


 

CUSIP No.   62913M107

13G

 

 

Item 5

Ownership of Five Percent or Less of a Class.

Not applicable.

 

 

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.

NGL Holdings, Inc. (CO)

Denham Commodity Partners Fund II LP (PN)

Denham Commodity Partners GP II LP (PN)

Denham Capital Management LP (PN)

Denham Capital Management GP LLC (OO)

Denham GP II LLC (OO)

Stuart D. Porter (IN)

 

 

Item 9

Notice of Dissolution of Group.

Not applicable.

 

11


 

CUSIP No.   62913M107

13G

 

 

Item 10

Certification.

Not applicable.

 

SIGNATURES

 

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

 

Dated: February 13, 2013

NGL HOLDINGS, INC.

 

 

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Vice President

 

 

 

 

 

DENHAM COMMODITY PARTNERS FUND II LP

 

 

 

By:

Denham Commodity Partners GP II LP,

 

 

its general partner

 

 

 

 

 

By:

Denham GP II LLC,

 

 

 

its general partner

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Authorized Person

 

 

 

 

 

DENHAM COMMODITY PARTNERS GP II LP

 

 

 

By:

Denham GP II LLC,

 

 

its general partner

 

 

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Authorized Person

 

 

 

 

 

DENHAM CAPITAL MANAGEMENT LP

 

 

 

By:

Denham Capital Management GP LLC,

 

 

its general partner

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Authorized Person

 

12


 

CUSIP No.   62913M107

13G

 

 

 

DENHAM CAPITAL MANAGEMENT GP LLC

 

 

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Authorized Person

 

 

 

 

 

DENHAM GP II LLC

 

 

 

 

 

By:

/s/ Paul Winters

 

Name:

Paul Winters

 

Title:

Authorized Person

 

 

 

 

 

/s/ Stuart D. Porter

 

Stuart D. Porter

 

13