SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Blueknight Energy Partners, L.P. |
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(Name of Issuer) |
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Common Units representing limited partner interests |
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(Title of Class of Securities) |
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09625U109 |
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(CUSIP Number) |
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June 21, 2022 |
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(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)
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CUSIP No. 09625U109
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13G |
Page 2 of 9 |
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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5 |
SOLE VOTING POWER
0 |
| NUMBER OF SHARES BENEFICIALLY |
6 |
SHARED VOTING POWER
24,011 |
| OWNED BY EACH REPORTING |
7 |
SOLE DISPOSITIVE POWER
0 |
| PERSON WITH |
8 |
SHARED DISPOSITIVE POWER
24,011 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,011 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.06% (1) |
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12 |
TYPE OF REPORTING PERSON*
OO |
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(1) |
Calculated based on 41,856,847 common units (“Common Units”) of Blueknight Energy Partners, L.P. (the “Issuer”) issued and outstanding as of April 29, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Quarterly Report”) filed with the Securities and Exchange Commission (the “Commission”) on May 5, 2022. |
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CUSIP No. 09625U109
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13G |
Page 3 of 9 |
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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5 |
SOLE VOTING POWER
0 |
| NUMBER OF SHARES BENEFICIALLY |
6 |
SHARED VOTING POWER
2,125,273 |
| OWNED BY EACH REPORTING |
7 |
SOLE DISPOSITIVE POWER
0 |
| PERSON WITH |
8 |
SHARED DISPOSITIVE POWER
2,125,273 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,125,273 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.08% (1) |
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12 |
TYPE OF REPORTING PERSON*
OO |
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(1) |
Calculated based on 41,856,847 Common Units of the Issuer issued and outstanding as of April 29, 2022, as reported in the Issuer’s Quarterly Report filed with the Commission on May 5, 2022. |
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CUSIP No. 09625U109
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13G |
Page 4 of 9 |
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1 |
NAME OF REPORTING PERSONS |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐ |
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3 |
SEC USE ONLY
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4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
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5 |
SOLE VOTING POWER
0 |
| NUMBER OF SHARES BENEFICIALLY |
6 |
SHARED VOTING POWER
2,149,284 |
| OWNED BY EACH REPORTING |
7 |
SOLE DISPOSITIVE POWER
0 |
| PERSON WITH |
8 |
SHARED DISPOSITIVE POWER
2,149,284 |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,149,284 |
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐ |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.13% (1) |
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12 |
TYPE OF REPORTING PERSON*
IA, PN |
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(1) |
Calculated based on 41,856,847 Common Units of the Issuer issued and outstanding as of April 29, 2022, as reported in the Issuer’s Quarterly Report filed with the Commission on May 5, 2022. |
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CUSIP No. 09625U109
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13G |
Page 5 of 9 |
SCHEDULE 13G/A
This Schedule 13G (this “Schedule 13G”) is being filed on behalf of NexPoint Event Driven Fund, a Delaware limited partnership, NexPoint Merger Arbitrage Fund, a Delaware limited partnership and Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership.
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Item 1(a) |
Name of Issuer. |
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Blueknight Energy Partners, L.P. |
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Item 1(b) |
Address of Issuer’s Principal Executive Offices. |
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6060 American Plaza, Suite 600 |
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Tulsa, Oklahoma 73135 |
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Item 2(a) |
Name of Person Filing. |
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NexPoint Event Driven Fund |
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NexPoint Merger Arbitrage Fund |
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Highland Capital Management Fund Advisors, L.P |
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Item 2(b) |
Address of Principal Business Office, or, if none, Residence. |
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300 Crescent Court, Suite 700 |
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Dallas, Texas 75201 |
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Item 2(c) |
Citizenship or Place of Organization. |
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NexPoint Event Driven Fund is a Delaware limited partnership. |
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NexPoint Merger Arbitrage Fund is a Delaware limited partnership. |
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Highland Capital Management Fund Advisors, L.P. is a Delaware limited partnership |
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Item 2(d) |
Title of Class of Securities. |
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Common Units |
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Item 2(e) |
CUSIP Number. |
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09625U109 |
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Item 3 |
Reporting Person. |
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CUSIP No. 09625U109
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13G |
Page 6 of 9 |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
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(a) ☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) ☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) ☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) ☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) ☐ |
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). |
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(f) ☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
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(g) ☐ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) ☐ |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) ☐ |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) ☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item 4 |
Ownership. |
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(a) |
Amount beneficially owned: |
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NexPoint Event Driven Fund: 24,011 shares NexPoint Merger Arbitrage Fund: 2,125,273 shares Highland Capital Management Fund Advisors, L.P: 2,149,284 |
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(b) |
Percent of Class: |
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NexPoint Event Driven Fund: 0.06% NexPoint Merger Arbitrage Fund: 5.08% Highland Capital Management Fund Advisors, L.P: 5.13% |
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CUSIP No. 09625U109
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13G |
Page 7 of 9 |
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(c) |
Number of shares as to which the person has: |
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(i) |
Sole power to vote or to direct the vote: |
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NexPoint Event Driven Fund: 0 shares NexPoint Merger Arbitrage Fund: 0 shares Highland Capital Management Fund Advisors, L.P: 0 shares |
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(ii) |
Shared power to vote or direct the vote: |
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NexPoint Event Driven Fund: 24,011 shares NexPoint Merger Arbitrage Fund: 2,125,273 shares Highland Capital Management Fund Advisors, L.P: 2,149,284 shares |
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(iii) |
Sole power to dispose or to direct the disposition of: |
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NexPoint Event Driven Fund: 0 shares NexPoint Merger Arbitrage Fund: 0 shares Highland Capital Management Fund Advisors, L.P: 0 shares |
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(iv) |
Shared power to dispose or to direct the disposition of: |
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NexPoint Event Driven Fund: 24,011 shares NexPoint Merger Arbitrage Fund: 2,125,273 shares Highland Capital Management Fund Advisors, L.P: 2,149,284 shares |
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Item 5 |
Ownership of Five Percent or Less of a Class. |
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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 ☐ |
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Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person. |
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Inapplicable. |
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CUSIP No. 09625U109
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13G |
Page 8 of 9 |
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Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
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Inapplicable. |
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Item 8 |
Identification and Classification of Members of the Group. |
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Inapplicable. |
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Item 9 |
Notice of Dissolution of Group. |
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Inapplicable. |
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Item 10 |
Certification. |
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By signing below each of the Reporting Persons certifies that, to the best of such person’s 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. |
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CUSIP No. 09625U109
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13G |
Page 9 of 9 |
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.
Date: June 29, 2022
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NEXPOINT EVENT DRIVEN FUND
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By: |
/s/ Frank Waterhouse |
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Name: Frank Waterhouse |
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Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer |
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NEXPOINT MERGER ARBITRAGE FUND
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By: |
/s/ Frank Waterhouse |
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Name: Frank Waterhouse |
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Title: Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer |
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HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.
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By: |
/s/ Frank Waterhouse |
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Name: Frank Waterhouse |
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Title: Treasurer |
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