SEC Form SC 13G/A filed by Calumet Specialty Products Partners, L.P. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)
| CALUMET SPECIALTY PRODUCTS PARTNERS, L.P. |
|
(Name of Issuer)
Common Units representing limited partnership interest |
|
(Title of Class of Securities)
131476103 |
|
(CUSIP Number)
December 31, 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) |
| [X] | 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 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).
(Continued on following pages)
| CUSIP NO. 131476103 | 13G | Page 2 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
WASSERSTEIN DEBT OPPORTUNITIES MANAGEMENT, LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
| 6 |
SHARED VOTING POWER
6,072,088 shares of common units representing limited partnership interest | |
| 7 |
SOLE DISPOSITIVE POWER
N/A | |
| 8 |
SHARED DISPOSITIVE POWER
6,072,088 shares of common units representing limited partnership interest |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,072,088 shares of common units representing limited partnership interest |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.67% of the outstanding shares of common units representing limited partnership interest |
| 12 |
TYPE OF REPORTING PERSON
IA (Investment Adviser), PN (Partnership) |
| CUSIP NO. 131476103 | 13G | Page 3 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
WDO MANAGEMENT GP, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE, UNITED STATES OF AMERICA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
N/A |
| 6 |
SHARED VOTING POWER
6,072,088 shares of common units representing limited partnership interest | |
| 7 |
SOLE DISPOSITIVE POWER
N/A | |
| 8 |
SHARED DISPOSITIVE POWER
6,072,088 shares of common units representing limited partnership interest |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,072,088 shares of common units representing limited partnership interest |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.67% of the outstanding shares of common units representing limited partnership interest |
| 12 |
TYPE OF REPORTING PERSON
OO (Limited Liability Company) |
| CUSIP NO. 131476103 | 13G | Page 4 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Rajay Bagaria |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
462,250 shares of common units representing limited partnership interest |
| 6 |
SHARED VOTING POWER
6,072,088 shares of common units representing limited partnership interest | |
| 7 |
SOLE DISPOSITIVE POWER
462,250 shares of common units representing limited partnership interest | |
| 8 |
SHARED DISPOSITIVE POWER
6,072,088 shares of common units representing limited partnership interest |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,534,338 shares of common units representing limited partnership interest |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.25% of the outstanding shares of common units representing limited partnership interest |
| 12 |
TYPE OF REPORTING PERSON
IN (Individual) |
| CUSIP NO. 131476103 | 13G | Page 5 of 9 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Joseph Dutton |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
|
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
2,350 shares of common units representing limited partnership interest |
| 6 |
SHARED VOTING POWER
6,072,088 shares of common units representing limited partnership interest | |
| 7 |
SOLE DISPOSITIVE POWER
2,350 shares of common units representing limited partnership interest | |
| 8 |
SHARED DISPOSITIVE POWER
6,072,088 shares of common units representing limited partnership interest |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,074,438 shares of common units representing limited partnership interest |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES [ ]
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.67% of the outstanding shares of common units representing limited partnership interest |
| 12 |
TYPE OF REPORTING PERSON
IN (Individual) |
| Item 1. | (a) | Name of Issuer: |
| Calumet Specialty Products Partners, L.P. (the “Issuer”) | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 2780 Waterfront Parkway E. Drive, Suite 200 | ||
| Indianapolis, Indiana 46214 | ||
| Item 2. | (a) | Name of Persons Filing: |
| Wasserstein Debt Opportunities Management, LP | ||
| WDO Management GP, LLC | ||
| Rajay Bagaria | ||
| Joseph Dutton | ||
| (b) | Address of Principal Business Office or, if None, Residence: | |
| For all persons filing: | ||
| 1185 Avenue of the Americas, 39th Floor | ||
| New York, NY 10036 | ||
| (c) | Citizenship: | |
| Wasserstein Debt Opportunities Management, LP is a Delaware limited partnership | ||
| WDO Management GP, LLC is a Delaware limited liability company | ||
| Rajay Bagaria is a citizen of the United States | ||
| Joseph Dutton is a citizen of the United States | ||
| (d) | Title of Class of Securities: | |
| Common units representing limited partnership interest | ||
| (e) | CUSIP Number: | |
| 131476103 |
| 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: |
Not applicable.
| Item 4. | Ownership. |
| Wasserstein Debt Opportunities Management, LP | WDO Management GP, LLC | Rajay Bagaria | Joseph Dutton | |||
| (a) | Amount Beneficially Owned: | 6,072,088 | 6,072,088 | 6,534,338 | 6,074,438 | |
| (b) | Percent of Class: | 7.67% | 7.67% | 8.25% | 7.67% | |
| (c) | Number of Shares to Which Reporting Person Has: | |||||
| (i) | Sole Voting Power: | N/A | N/A | 462,250 | 2,350 | |
| (ii) | Shared Voting Power: | 6,072,088 | 6,072,088 | 6,072,088 | 6,072,088 | |
| (iii) | Sole Dispositive Power: | N/A | N/A | 462,250 | 2,350 | |
| (iv) | Shared Dispositive Power: | 6,072,088 | 6,072,088 | 6,072,088 | 6,072,088 | |
The reported units are the Issuer’s common units representing limited partnership interest.
5,672,088 of the reported units are owned directly by private investment funds and separately managed accounts for which Wasserstein Debt Opportunities Management, LP, a Delaware limited partnership (the “Investment Adviser”), serves as the investment adviser. 400,000 of the reported units represent options beneficially owned by private investment funds for which the Investment Adviser serves as the investment adviser. The general partner of the Investment Adviser is WDO Management GP, LLC, a Delaware limited liability company (the “General Partner”). The Investment Adviser and General Partner could each be deemed to be an indirect beneficial owner of the reported units.
Rajay Bagaria is a control person of the Investment Adviser and manager of the General Partner, and could be deemed to share such indirect beneficial ownership with the Investment Adviser and General Partner. Additionally, Mr. Bagaria personally owns units of the Issuer, as described above. 75,000 of the reported units for Mr. Bagaria represent options beneficially owned by Mr. Bagaria. Joseph Dutton is a control person of the Investment Adviser and could be deemed to share such indirect beneficial ownership with the Investment Adviser. Additionally, Mr. Dutton personally owns units of the Issuer, as described above. Mr. Bagaria and Mr. Dutton each hereby disclaims any beneficial ownership of any such units of common units representing limited partnership interest in excess of their actual pecuniary interest therein.
| 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. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
By signing below, each of the undersigned certifies that, to the best of his or 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 each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
| Date: | February 8, 2023 | ||
| WASSERSTEIN DEBT OPPORTUNITIES MANAGEMENT, LP | |||
| By: | WDO Management GP, LLC, General Partner | ||
| By: | /s/ Rajay Bagaria | ||
| Name: | Rajay Bagaria | ||
| Title: | Manager | ||
| Date: | February 8, 2023 | ||
| WDO MANAGEMENT GP, LLC | |||
| By: | /s/ Rajay Bagaria | ||
| Name: | Rajay Bagaria | ||
| Title: | Manager | ||
| Date: | February 8, 2023 | ||
| /s/ Rajay Bagaria | |||
| Rajay Bagaria | |||
| Date: | February 8, 2023 | ||
| /s/ Joseph Dutton | |||
| Joseph Dutton | |||