UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Independence Contract Drilling, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
453415309
(CUSIP Number)
November 4, 2022
(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)
* 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. |
453415309 |
| 1 | NAMES OF REPORTING PERSONS: William Monroe |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| United States | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 534,259(1) | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 534,259(1) | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 534,259(1) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 3.9%(2) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| IN | |||||
| (1) | Represents the Reporting Person's beneficial ownership of the Issuer's common stock on November 11, 2022, the date the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's common stock. | |
| (2) | Based on 13,617,005 shares of the Issuer’s common stock outstanding as of October 28, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2022. |
2
CUSIP NO. 453415309
|
SCHEDULE 13G |
| Explanatory Note: The Reporting Person initially reported his beneficial ownership of the Issuer's common stock on a Schedule 13G filed with the Commission on October 13, 2021. The Reporting Person was subsequently required to report his beneficial ownership on Schedule 13D under § 240.13d-1(f). The Reporting Person's initial Schedule 13D was filed with the Commission on October 27, 2021. The Reporting Person returned to reporting his beneficial ownership on Schedule 13G pursuant to § 240.13d-1(h), which was filed with the Commission on December 21, 2021. The Reporting Person subsequently returned to reporting his beneficial ownership on Schedule 13D pursuant to § 240.13d-1(f). The Reporting Person is filing this Schedule 13G to (i) amend his most recent Schedule 13D (as amended) pursuant to § 240.13d-2(a) to report a material change in his beneficial ownership which occurred on November 4, 2022, and (ii) report the fact that the Reporting Person ceased to be the beneficial owner of more than five percent of the Issuer's common stock on November 11, 2022. Because the Reporting Person's obligation to report his beneficial ownership ceased on November 11, 2022, this Schedule 13G presents the Reporting Person's beneficial ownership as of such date. |
Item 1(a).
|
Name of issuer: | |
| Independence Contract Drilling, Inc. | ||
Item 1(b).
|
Address of Issuer’s principal executive offices: | |
| 20475 State Highway 249, Suite 300 Houston, TX 77070 | ||
Item 2(a) — (c).
|
Name, Address and Citizenship of Persons Filing: | |
| William Monroe | ||
| c/o Higier Allen & Lautin, P.C. | ||
| 2711 N. Haskell Ave., Suite 2400 | ||
| Dallas, Texas 75204 | ||
| Mr. Monroe is a citizen of the United States of America | ||
Item 2(d).
|
Title of class of securities: | |
| Common Stock, $0.01 par value per share | ||
Item 2(e).
|
CUSIP No.: | |
| 453415309 | ||
Item 3.
|
If this statement is filed pursuant to Sections 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
(a)
|
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
(b)
|
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
(e)
|
o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g)
|
o | A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G); | ||
(h)
|
o | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i)
|
o | 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); | ||
(j)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J) | ||
| Not applicable. | ||||
3
CUSIP NO. 453415309
|
SCHEDULE 13G |
| Item 4. | Ownership: | |||||
| (a) | Amount beneficially owned: 534,259(1) | |||||
| (b) | Percent of class: 3.9%(2) | |||||
| (c) | Number of shares as to which such person has: | |||||
| (i) | sole power to vote or to direct the vote: 534,259(1) | |||||
| (ii) | shared power to vote or to direct the vote: 0 | |||||
| (iii) | sole power to dispose or to direct the disposition of: 534,259(1) | |||||
| (iv) | shared power to dispose or to direct the disposition of: 0 | |||||
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 x. |
||
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 or control person: | |
| 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.
|
Certifications: | |
| By signing below I certify that, to the best of my 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. |
[Signature page follows]
4
CUSIP NO. 453415309
|
SCHEDULE 13G |
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.
Dated: December 30, 2022
| /s/ William Monroe | ||
| William Monroe |
ATTENTION: Intentional misstatements or
omissions of fact constitute Federal criminal violations (See 18 U.S.C. § 1001)
5