UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Franks International N.V.
(Name of Issuer)
Common Stock, par value 0.01 per share
(Title of Class of Securities)
N33462 107
(CUSIP Number)
Alejandro Cestero
10260 Westheimer Rd., Suite 700
Houston, Texas 77042
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 30, 2015
(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. ¨
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Mosing Holdings, Inc. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
52,976,000* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
52,976,000* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
52,976,000* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
25.5%* | |||||
14. | Type of Reporting Person (See Instructions)
CO |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Donald Keith Mosing Family Partnership, Ltd. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
10,500,720* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,500,720* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,500,720* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.0%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
The Steven Brent Mosing Family, L.L.C. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
The Michael Frank Mosing Family, L.L.C. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
The Kirkland D. Mosing Family, L.L.C. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
G. Stanton Investments, LP | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
WBM Partnership, LP | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Lori Mosing Thomas Family, L.L.C. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
JLM Partners, Ltd. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
The Kendall G. Mosing Family, L.L.C. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Miller Ginsoma Holdings, Ltd. | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Donald Keith Mosing Revocable Trust | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
10,500,720* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,500,720* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,500,720* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.0%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Trust |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Stanton GP, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Bradfords GP, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
4401 JM GP, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Miller Ginsoma GP, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Bryceton G. Thomas Trust | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
OO Trust |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Donald Keith Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
173,007,594* | |||||
9. | Sole Dispositive Power
816,339* | |||||
10. | Shared Dispositive Power
63,592,768* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
173,007,594* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
83.1%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Steven Brent Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
62,895,511* | |||||
9. | Sole Dispositive Power
844* | |||||
10. | Shared Dispositive Power
62,894,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
62,895,511* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
30.2%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Kirkland D. Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
66,216,930* | |||||
9. | Sole Dispositive Power
1,042* | |||||
10. | Shared Dispositive Power
66,215,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
66,216,930* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
31.8%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Donald E. Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
50,000* | |||||
9. | Sole Dispositive Power
50,000* | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.0%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
William Bradford Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
PF, OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,928,667* | |||||
9. | Sole Dispositive Power
10,000* | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,928,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Melanie Christine Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,324,735* | |||||
9. | Sole Dispositive Power
9,324,735* | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,324,735* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.5%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Michael Frank Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,928,867* | |||||
9. | Sole Dispositive Power
200* | |||||
10. | Shared Dispositive Power
9,928,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,928,867* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Lori Mosing Thomas | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Gregory Stanton Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Jeffrey Louis Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,918,667* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,918,667* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,918,667* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
4.8%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
CUSIP No. N33462 107 |
1. | Names Of Reporting Persons.
Kendall Garrett Mosing | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e)
¨ | |||||
6. | Citizenship or Place of Organization
Louisiana | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
13,224,888* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
13,224,888* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
13,224,888* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
6.4%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Calculated in the manner set forth in Item 5 as if the Preferred Stock converted into Common Stock. |
This Amendment No. 1 to Schedule 13D (the Amendment) amends and supplements the Schedule 13D originally filed by the Reporting Persons (as defined below) on August 23, 2013 (the Schedule 13D), relating to the shares of common stock, par value 0.01 per share (the Common Stock), of Franks International N.V., a limited liability company organized under the laws of The Netherlands (the Issuer). The Issuers principal executive offices are located at Prins Bernhardplein 200, 1097 JB Amsterdam, The Netherlands, and the Issuers primary U.S. offices are located at 10260 Westheimer Rd., Suite 700, Houston, Texas 77042. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Schedule 13D. This Amendment amends the Schedule 13D as specifically set forth herein.
Item 1. Security and Issuer
No modification is made to Item 1 of the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is being filed jointly by (i) Mosing Holdings, Inc., a Delaware corporation (Mosing Holdings), (ii) Donald Keith Mosing Family Partnership, Ltd., a Texas limited partnership (DKM PL), (iii) The Steven Brent Mosing Family, L.L.C., a Louisiana limited liability company (SBM LLC), (iv) The Michael Frank Mosing Family, L.L.C., a Louisiana limited liability company (MFM LLC), (v) The Kirkland D. Mosing Family, L.L.C., a Louisiana limited liability company (KDM LLC), (vi) G. Stanton Investments, LP, a Texas limited partnership (GSM LP), (vii) WBM Partnership, LP, a Texas limited partnership (WBM LP), (viii) Lori Mosing Thomas Family, L.L.C., a Louisiana limited liability company (LMT LLC), (ix) JLM Partners, Ltd., a Texas limited partnership (JLM Ltd), (x) The Kendall G. Mosing Family, L.L.C., a Louisiana limited liability company (KGM LLC), (xi) Donald Keith Mosing Revocable Trust, a Texas trust (DKM Trust), (xii) Stanton GP, LLC, a Texas limited liability company (SGP LLC), (xiii) Bradfords GP, LLC, a Texas limited liability company (Bradfords GP), (xiv) 4401 JM GP, LLC, a Texas limited liability company (4401 JM GP), (xv) Miller Ginsoma GP, LLC, a Texas limited liability company (MG GP), (xvi) Bryceton G. Thomas Trust, a Louisiana trust (BGT Trust), (xvii) Miller Ginsoma Holdings, Ltd., a Texas limited partnership (MGH Ltd and, together with Mosing Holdings, DKM PL, SBM LLC, MFM LLC, KDM LLC, GSM LP, WBM LP, LMT LLC, JLM Ltd, KGM LLC, DKM Trust, SGP LLC, Bradfords GP, 4401 JM GP, MG GP and BGT Trust, the Entity Filers), (xviii) Donald Keith Mosing, (xix) Steven Brent Mosing , (xx) Kirkland David Mosing, (xxi) Donald E. Mosing, (xxii) William Bradford Mosing, (xxiii) Melanie Christine Mosing, (xxiv) Michael Frank Mosing, (xxv) Lori Mosing Thomas, (xxvi) Gregory Stanton Mosing, (xxvii) Jeffrey Louis Mosing and (xxviii) Kendall Garrett Mosing (together with Donald Keith Mosing, Steven Brent Mosing, Kirkland David Mosing, Donald E. Mosing, William Bradford Mosing, Melanie Christine Mosing, Michael Frank Mosing, Lori Mosing Thomas, Gregory Stanton Mosing and Jeffrey Louis Mosing, the Individual Filers). The Individual Filers together with the Entity Filers are referred to as the Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, dated as of November 4, 2015, a copy of which is attached hereto as Exhibit 1.
(b) The address of the principal office of Mosing Holdings is 10260 Westheimer Rd., Houston, Texas 77042. The address of the principal office of DKM PL is 10260 Westheimer, Suite 700, Houston, Texas 77042. The address of the principal office of SBM LLC is 103 Jean Baptiste Drive, Lafayette, Louisiana 70503. The address of the principal office of MFM LLC is 115 Wembley Road, Lafayette, Louisiana 70503. The address of the principal office of KDM LLC is 715 Heart D. Farm Road, Youngsville, Louisiana 70592. The address of the principal office of GSM LP is 308 Sawgrass Lane, Broussard, Louisiana 70518. The address of the principal office of WBM LP is 205 Old Settlement Road, Lafayette, Louisiana 70508. The address of the principal office of LMT LLC is 785 Bocage Lane, Mandeville, Louisiana 70471. The address of the principal office of JLM Ltd is 4401 Island Cove, Austin, Texas 78731. The address of the principal office of KGM LLC is 812 East Bayou Parkway, Lafayette, Louisiana 70508. The address of the principal office of DKM Trust is 10260 Westheimer Rd., Houston, Texas 77042. The address of the principal office of SGP LLC is 308 Sawgrass Lane, Broussard, Louisiana 70518. The address of the principal office of Bradfords GP is 205 Old Settlement Road, Lafayette, Louisiana 70508. The address of the principal office of 4401 JM GP is 4401 Island Cove, Austin, Texas 78731. The address of the principal office of MG GP is 37 Hewitt, Corpus Christi, Texas 78404. The address of the principal office of BGT Trust is 785 Bocage Lane, Mandeville, Louisiana 70471. The address of the principal office of MGH Ltd is 37 Hewitt, Corpus Christi, Texas 78404.
(c) Information with respect to each of the Individual Filers, including name, business address, citizenship, present principal occupation or employment and the organization in which their employment is conducted is listed on the attached Schedule I, which is incorporated in this Schedule 13D by reference. Information with respect to the executive officers, directors, general partners or members, as applicable, of each of the Entity Filers, including name, business address, present principal occupation or employment and the organization in which such employment is conducted, and citizenship is listed on the attached Schedule II, which is incorporated in this Schedule 13D by reference.
The Entity Filers are entities that were formed by certain members of the Mosing family for purposes of holding ownership in the Franks International family of companies.
(d) During the last five years, none of the Reporting Persons nor any executive officer, director, general partner or member, as applicable, of the Entity Filers has been convicted in a criminal proceeding.
(e) During the last five years, none of the Reporting Persons nor any executive officer, director, general partner or member, as applicable, of the Entity Filers was a 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 violations with respect to such law.
(f) Mosing Holdings is an entity properly organized under the laws of the State of Delaware. DKM PL is an entity properly organized under the laws of the State of Texas. SBM LLC is an entity properly organized under the laws of the State of Louisiana. MFM LLC is an entity properly organized under the laws of the State of Louisiana. KDM LLC is an entity properly organized under the laws of the State of Louisiana. GSM LP is an entity properly organized under the laws of the State of Louisiana. WBM LP is an entity properly organized under the laws of the State of Louisiana. LMT LLC is an entity properly organized under the laws of the State of Louisiana. JLM Ltd is an entity properly organized under the laws of the State of Texas. KGM LLC is an entity properly organized under the laws of the State of Louisiana. DKM Trust is an entity properly organized under the laws of the State of Texas. SGP LLC is an entity properly organized under the laws of the State of Texas. Bradfords GP is an entity properly organized under the laws of the State of Texas. 4401 JM GP is an entity properly organized under the laws of the State of Texas. MG GP is an entity properly organized under the laws of the State of Texas. BGT Trust is an entity properly organized under the laws of the State of Louisiana. MGH Ltd is an entity properly organized under the laws of the State of Texas. Each of the Individual Filers is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following information:
FWW B.V. (FWW), a private limited liability company organized and existing under the laws of The Netherlands and a wholly owned subsidiary of Ginsoma Family C.V. (Ginsoma), a limited partnership established under the laws of The Netherlands and the ultimate parent entity of Franks International N.V. (FINV), until recently held 119,024,000 shares of Common Stock. Pursuant to the Statement by All Partners of Ginsoma Family C.V. (the Statement) (a copy of which is attached hereto as Exhibit 2), Ginsoma was liquidated and terminated and as a result the shares of Common Stock held by FWW and other receivables of FWW were distributed to all Ginsoma partners.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following information:
The Reporting Persons acquired the Common Units reported herein solely for investment purposes pursuant to the Statement. The Reporting Persons may make additional purchases or other acquisitions or dispositions of Common Units either in the open market or in private transactions depending on the Issuers business, prospects and financial condition, the market for the Common Units, general economic conditions, money and stock market conditions and other future developments. The Reporting Persons also intend to participate in and influence the affairs of the Issuer through exercise of their rights to nominate directors to the Issuers Supervisory Board of Directors (the Supervisory Board) (pursuant to the Voting Agreement and Articles described in Item 6 below) and through their voting rights with respect to all of their shares of Common Stock and Preferred Stock.
Except as set forth in this Item 4, the Reporting Persons do not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) To the best knowledge of the Reporting Persons, as of November 2, 2015, there were 155,130,193 shares of Common Stock outstanding and 52,976,000 shares of Preferred Stock outstanding. By virtue of the Voting Agreement more fully described in Item 6 below, the Reporting Persons may be deemed to constitute a group within the meaning of Section 13(d)(3) of the Exchange Act of 1934 and, for purposes of qualifying the Issuer as a controlled company, pursuant to the rules of the New York Stock Exchange. As a group, the Reporting Persons beneficially own in the aggregate 173,007,594 shares of Common Stock (assuming the conversion of the 52,976,000 shares of Preferred Stock into Common Stock on a one-for-one basis as described in Item 6 below), representing 83.1% of the total outstanding shares of Common Stock on an as-converted basis (or 77.4% if none of the Preferred Stock is converted into Common Stock). Individually, the aggregate number and percentage of class of the Common Stock beneficially owned by the reporting persons include: (i) 52,976,000 shares of Common Stock beneficially owned by Mosing Holdings, representing 25.5% of the outstanding Common Stock, (ii) 10,500,720 shares of Common Stock beneficially owned by DKM PL, representing 5.0% of the outstanding Common Stock, (iii) 9,918,667 shares of Common Stock beneficially owned by SBM LLC, representing 4.8% of the outstanding Common Stock, (iv) 9,918,667 shares of Common Stock beneficially owned by MFM LLC, representing 4.8% of the outstanding Common Stock, (v) 13,224,888 shares of Common Stock beneficially owned by KDM LLC, representing 6.4% of the outstanding Common Stock, (vi) 9,918,667 shares of Common Stock beneficially owned by GSM LP, representing 4.8% of the outstanding Common Stock, (vii) 9,918,667 shares of Common Stock beneficially owned by WBM LP, representing 4.8% of the outstanding Common Stock, (viii) 13,224,888 shares of Common Stock beneficially owned by LMT LLC, representing 6.4% of the outstanding Common Stock, (ix) 9,918,667 shares of Common Stock beneficially owned by JLM Ltd, representing 4.8% of the outstanding Common Stock, (x) 13,224,888 shares of Common Stock beneficially owned by KGM LLC, representing 6.4% of the outstanding Common Stock, (xi) 10,500,720 shares of Common Stock beneficially owned by DKM Trust, representing 5.0% of the outstanding Common Stock, (xii) 9,918,667 shares of Common Stock beneficially owned by SGP LLC, representing 4.8% of the outstanding Common Stock, (xiii) 9,918,667 shares of Common Stock beneficially owned by Bradfords GP, representing 4.8% of the outstanding Common Stock, (xiv) 9,918,667 shares of Common Stock beneficially owned by 4401 JM GP, representing 4.8% of the outstanding Common Stock, (xv) 9,918,667 shares of Common Stock beneficially owned by MG GP, representing 4.8% of the outstanding Common Stock, (xvi) 13,224,888 shares of Common Stock beneficially owned by BGT Trust, representing 6.4% of the outstanding Common Stock, (xvii) 9,918,667 shares of Common Stock beneficially owned by MGH Ltd, representing 4.8% of the outstanding Common Stock, (xviii) 173,007,594 shares of Common Stock beneficially owned by Donald Keith Mosing, representing 83.1% of the outstanding Common Stock, (xix) 62,895,511 shares of Common Stock beneficially owned by Steven Brent Mosing, representing 30.2% of the outstanding Common Stock, (xx) 62,216,930 shares of Common Stock beneficially owned by Kirkland David Mosing, representing 31.8% of the outstanding Common Stock, (xxi) 50,000 shares of Common Stock beneficially owned by Donald E. Mosing, representing less than 1% of the outstanding Common Stock, (xxii) 9,928,667 shares of Common Stock beneficially owned by William Bradford Mosing, representing 4.8% of the outstanding Common Stock, (xxiii) 9,324,735 shares of Common Stock beneficially owned by Melanie Christine Mosing, representing 4.5% of the outstanding Common Stock, (xxiv) 9,928,867 shares of Common Stock beneficially owned by Michael Frank Mosing, representing 4.8% of the outstanding Common Stock, (xxv) 13,224,888 shares of Common Stock beneficially owned by Lori Mosing Thomas, representing 6.4% of the outstanding Common Stock, (xxvi) 9,918,667 shares of Common Stock beneficially owned by Gregory Stanton Mosing, representing 4.8% of the outstanding Common Stock, (xxvii) 9,918,667 shares of Common Stock beneficially owned by Jeffrey Louis Mosing, representing 4.8% of the outstanding Common Stock and (xxviii) 13,224,888 shares of Common Stock beneficially owned by Kendall Garrett Mosing, representing 6.4% of the outstanding Common Stock.
The 64,409,107 shares of Common Stock listed above as beneficially owned by Donald Keith Mosing includes 50,000 shares of Common Stock held indirectly through his spouse and 66,048 shares of Common Stock held indirectly through his children. Donald Keith Mosing disclaims beneficial ownership of these 116,048 shares of Common Stock. The 66,216,930 shares of Common Stock listed above as beneficially owned by Kirkland David Mosing includes 15,000 shares of Common Stock held indirectly through his spouse. Kirkland David Mosing disclaims beneficial ownership of these 15,000 shares of Common Stock. The 9,928,867 shares of Common Stock listed above as beneficially owned by Michael Frank Mosing includes 10,000 shares of Common Stock held indirectly through his spouse. Michael Frank Mosing disclaims beneficial ownership of these 10,000 shares of Common Stock.
(b) Mosing Holdings does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 52,976,000 shares of Common Stock (assuming conversion). DKM PL does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 10,500,720 shares of Common Stock. SBM LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. MFM LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. KDM LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock. GSM LP does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. WBM LP does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. LMT LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock. JLM Ltd does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. KGM LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock. DKM Trust does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 10,500,720 shares of Common Stock. SGP LLC does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. Bradfords GP does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. 4401 JM GP does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. MG GP does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. BGT Trust does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock. MGH Ltd does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. Donald Keith Mosing does not have sole voting power over any shares of Common Stock and has shared voting power over 173,007,594 shares of Common Stock, sole dispositive power over 816,339 shares of Common Stock and shared dispositive power over 63,592,768 shares of Common Stock. Steven Brent Mosing does not have sole voting power over any shares of Common Stock and has shared voting power over 62,895,511 shares of Common Stock, sole dispositive power over 844 shares of Common Stock and shared dispositive power over 62,894,667 shares of Common Stock. Kirkland D. Mosing does not have sole voting power over any shares of Common Stock and has shared voting power over 66,216,930 shares of Common Stock, sole dispositive power over 1,042 shares of Common Stock and shared dispositive power over 66,215,888 shares of Common Stock. Donald E. Mosing does not have sole voting power or shared dispositive power over any shares of Common Stock and has shared voting power and sole dispositive power over 50,000 shares of Common Stock. William Bradford Mosing does not have sole voting power over any shares of Common Stock and has shared voting power over 9,928,667 shares of Common Stock, sole dispositive power over 10,000 shares of Common Stock and shared dispositive power over 9,918,667 shares of Common Stock. Melanie Christine Mosing does not have sole voting power or shared dispositive power over any shares of Common Stock and has shared voting power and sole dispositive power over 9,324,735 shares of Common Stock. Michael Frank Mosing does not have sole voting power over any shares of Common Stock and has shared voting power over 9,928,867 shares of Common Stock, sole dispositive power over 200 shares of Common Stock and shared dispositive power over 9,928,667 shares of Common Stock. Lori Mosing Thomas does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock. Gregory Stanton Mosing does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. Jeffrey Louis Mosing does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 9,918,667 shares of Common Stock. Kendall Garrett Mosing does not have sole voting power or sole dispositive power over any shares of Common Stock and has shared voting power and shared dispositive power over 13,224,888 shares of Common Stock.
(c) On October 30, 2015, in connection with the dissolution of Ginsoma, the 119,024,000 shares of Common Stock held by FWW were distributed to certain of the Reporting Persons. Distributions of the 119,024,000 shares of Common Stock held by FWW were as follows: KDM LLC received 13,224,888 shares of Common Stock; KGM LLC received 13,224,888 shares of Common Stock; LMT LLC received 13,224,888 shares of Common Stock; DKM PL received 10,500,720 shares of Common Stock; GSM LP received 9,918,667 shares of Common Stock; JLM Ltd received 9,918,667 shares of Common Stock; MFM LLC received 9,918,667 shares of Common Stock; MGH Ltd received 9,918,667 shares of Common Stock; SBM LP received 9,918,667 shares of Common Stock; WBM LP received 9,918,667 shares of Common Stock; Melanie Christine Mosing received 9,324,735 shares of Common Stock; and Donald Keith Mosing received 11,879 shares of Common Stock.
(d) For certain disclaimers of beneficial ownership, see Item 5(a) above. Except as listed in Item 5(a), to the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive, or the power to direct the receipt of dividends from, or the power to direct the receipt of proceeds of the sale of the Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
JOINT FILING AGREEMENT
A Joint Filing Agreement, dated November 4, 2015, by and among the Individual Filers and the Entity Filers, has been executed, a copy of which is attached hereto as Exhibit 1 to this Schedule 13D and is incorporated herein by reference.
STATEMENT BY ALL PARTNERS OF GINSOMA FAMILY C.V.
A Statement by All Partners of Ginsoma Family C.V., dated October 30, 2015, has been executed, a copy of which is attached hereto as Exhibit 2 to this Schedule 13D and is incorporated herein by reference.
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
The Issuer has adopted Amended and Restated Articles of Association (the Articles). Under the Articles, the Issuers Supervisory Board will consist of no more than nine individuals, and the Mosing family will have the right to bindingly recommend one director for nomination to the Supervisory Board for each 10% of the outstanding Common Stock and Preferred Stock they collectively beneficially own, up to a maximum of five directors. The Articles are filed as Exhibit 3 to this Schedule 13D and are incorporated herein by reference. This summary of the Articles is qualified in its entirety by reference to the text of Exhibit 3 hereto.
FICV PARTNERSHIP AGREEMENT
Pursuant to the Issuers Articles and the Limited Partnership Agreement of Franks International C.V., a limited partnership organized under the laws of The Netherlands (the FICV Partnership Agreement), Mosing Holdings (or its permitted transferees) has the right to convert all or a portion of its Preferred Stock into the Issuers Common Stock at any time by delivery to the Issuer of an equivalent number of FICV Portions, which portions are equal to the holders total limited partnership interest in FICV divided by the total number of issued and outstanding shares of the Issuers Preferred Stock (each such portion being referred to as an FICV Portion). In connection with such conversion, Mosing Holdings or its permitted transferees are entitled to receive an amount of cash equal to the par value of each share of Preferred Stock so converted plus any accrued but unpaid dividends thereon. The above mechanism is subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The FICV Partnership Agreement is filed as Exhibit 4 to this Schedule 13D and is incorporated herein by reference. This summary of the FICV Partnership Agreement is qualified in its entirety by reference to the text of Exhibit 4 hereto.
VOTING AGREEMENT
The Individual Filers and the Entity Filers are parties to a voting agreement (the Voting Agreement) pursuant to which each party has agreed to vote all of their shares of Common Stock and Preferred Stock for the election of directors in the manner specified by a designated shareholder representative, which initially is Donald Keith Mosing, the Issuers President and Chief Executive officer. The Voting Agreement is filed as Exhibit 5 to this Schedule 13D and is incorporated herein by reference. This summary of the Voting Agreement is qualified in its entirety by reference to the text of Exhibit 5 hereto.
GLOBAL TRANSACTION AGREEMENT
Pursuant to the Global Transaction Agreement, Mosing Holdings contributed all of the outstanding membership interests in each of its wholly owned subsidiaries, which consist of Franks International, LLC, Franks Casing Crew & Rental Tools, LLC and Franks Tong Service, LLC, in exchange for 52,976,000 shares of Preferred Stock. The Global Transaction Agreement is filed as Exhibit 6 to this Schedule 13D and is incorporated herein by reference. This summary of the Global Transaction Agreement is qualified in its entirety by reference to the text of Exhibit 6 hereto.
REGISTRATION RIGHTS AGREEMENT
Mosing Holdings and FWW and certain of their transferees entered into a registration rights agreement (the Registration Rights Agreement) with the Issuer. The Registration Rights Agreement covers all 52,976,000 shares of Preferred Stock owned by Mosing Holdings and 119,024,000 shares of Common Stock owned by FWW. Pursuant to the Registration Rights Agreement, the parties to the agreement may cause the Issuer to register their shares of Common Stock under the Securities Act of 1933, as amended, and to maintain an effective shelf registration statement with respect to such shares. The Registration Rights Agreement is filed as Exhibit 7 to this Schedule 13D and is incorporated herein by reference. The summary of the Registration Rights Agreement is qualified in its entirety by reference to the text of Exhibit 7 hereto.
Item 7. Material to Be Filed as Exhibits
Exhibit Number |
Description of Exhibit | |
Exhibit 1 | Joint Filing Agreement for Schedule 13D (filed herewith) | |
Exhibit 2 | Statement by All Partners of Ginsoma Family C.V. (filed herewith) | |
Exhibit 3 | Deed of Amendment to the Articles of Association of Franks International N.V., dated May 14, 2014 (filed as Exhibit 3.1 to the Issuers Current Report on Form 8-K on May 16, 2014 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 4 | Amendment No. 7 to the Limited Partnership Agreement of Franks International C.V., dated as of December 31, 2014 (filed as Exhibit 10.39 to the Issuers Annual Report on Form 10-K on March 6, 2015 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 5 | Voting Agreement, dated as of July 22, 2013, by and among Ginsoma Family C.V., FWW B.V., Mosing Holdings, Inc., and certain other parties thereto. (filed as Exhibit 10.12 to Amendment No. 3 to the Companys Registration Statement on Form S-1 on July 24, 2013 (File No. 333-188536), and incorporated herein by reference) |
Exhibit 6 | Global Transaction Agreement, dated as of July 22, 2013, between Franks International N.V. and Mosing Holdings, Inc. (filed as Exhibit 10.11 to Amendment No. 3 to the Companys Registration Statement on Form S-1 on July 24, 2013 (File No. 333-188536), and incorporated herein by reference) | |
Exhibit 7 | Registration Rights Agreement, dated August 14, 2013, by and among Franks International N.V., Mosing Holdings, Inc. and FWW B.V. (filed as Exhibit 10.2 to the Issuers Current Report on Form 8-K on August 19, 2013 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 8.1 | Power of Attorney for D. Keith Mosing (filed as Exhibit 24 to Mr. Mosings Form 4 filed on August 11, 2015 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 8.2 | Power of Attorney for Steven B. Mosing (filed as Exhibit 24 to Mr. Mosings Form 4 filed on August 5, 2015 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 8.3 | Power of Attorney for Kirkland D. Mosing (filed as Exhibit 24 to Mr. Mosings Form 4 filed on August 5, 2015 (File No. 001-36053) and incorporated herein by reference) | |
Exhibit 8.4 | Power of Attorney for Michael Frank Mosing (filed as Exhibit 24 to D. Keith Mosings Form 3 filed on September 3, 2014 (File No. 001-36053) and incorporated herein by reference) | |
Exhibits 8.58.29 | Powers of Attorney for certain of the filers herewith |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Mosing Holdings, Inc. | ||||
By: /s/ Mosing Holdings, Inc., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Donald Keith Mosing Family Partnership, Ltd. | ||||
/s/ Donald Keith Mosing Family Partnership, Ltd., by Joshua K. Hancock |
11/4/2015 | |||
as attorney-in-fact | ||||
The Steven Brent Mosing Family, L.L.C. | ||||
/s/ The Steven Brent Mosing Family, L.L.C., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
The Michael Frank Mosing Family, L.L.C. | ||||
/s/ The Michael Frank Mosing Family, L.L.C., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
The Kirkland D. Mosing Family, L.L.C. | ||||
/s/ The Kirkland D. Mosing Family, L.L.C., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
G. Stanton Investments, LP | ||||
/s/ G. Stanton Investments, LP, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
WBM Partnership, LP | ||||
/s/ WBM Partnership, LP, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Lori Mosing Thomas Family, L.L.C. | ||||
/s/ Lori Mosing Thomas Family, L.L.C., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
JLM Partners, Ltd. | ||||
/s/ JLM Partners, Ltd., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact |
The Kendall G. Mosing Family, L.L.C. | ||||
/s/ The Kendall G. Mosing Family, L.L.C., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Miller Ginsoma Holdings, Ltd. | ||||
/s/ Miller Ginsoma Holdings, Ltd., by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Donald Keith Mosing Revocable Trust | ||||
/s/ Donald Keith Mosing Revocable Trust, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Stanton GP, LLC | ||||
/s/ Stanton GP, LLC, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Bradfords GP, LLC | ||||
/s/ Bradfords GP, LLC, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Bryceton G. Thomas Trust | ||||
/s/ Bryceton G. Thomas Trust, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
4401 JM GP, LLC | ||||
/s/ 4401 JM GP, LLC, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
Miller Ginsoma GP, LLC | ||||
/s/ Miller Ginsoma GP, LLC, by Joshua K. Hancock | 11/4/2015 | |||
as attorney-in-fact | ||||
/s/ Donald Keith Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Donald E. Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Steven Brent Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Kirkland David Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ William Bradford Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Melanie Christine Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Michael Frank Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 |
/s/ Gregory Stanton Mosing, by Joshua K. Hancock | ||||
as attorney-in-fact | 11/4/2015 | |||
/s/ Lori Mosing Thomas, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Jeffrey Louis Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Sharon M. Miller, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 | |||
/s/ Kendall Garrett Mosing, by Joshua K. Hancock as attorney-in-fact |
11/4/2015 |
SCHEDULE I
The name and present principal occupation or employment of each Individual Filer is set forth below. The business address of each such person is 10260 Westheimer Rd., Houston, Texas 77042. Each such person is a citizen of the United States and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer or the Entity Filers).
Name |
Present Principal Occupation or Employment | |
Donald Keith Mosing |
Executive Chairman of the Issuer | |
Steven Brent Mosing |
Supervisory Director of the Issuer | |
Kirkland D. Mosing |
Supervisory Director of the Issuer | |
Donald E. Mosing |
Chairman Emeritus & Technical Advisor to the Board of Mosing Holdings, Inc. | |
William Bradford Mosing |
Retired | |
Melanie Christine Mosing |
Retired | |
Michael Frank Mosing |
Retired | |
Gregory Stanton Mosing |
Retired | |
Jeffrey Louis Mosing |
Retired | |
Kendall Garrett Mosing |
Retired | |
Lori Mosing Thomas |
Retired | |
Sharon M. Miller |
Retired |
SCHEDULE II
The name and business address of each of the executive officers, directors, general partners or members, as applicable, of the Entity Filers are set forth below. The present principal occupation or employment of each of the executive officers, directors, general partners or members, as applicable, of the Entity Filers are also set forth below (outside of similar positions held with respect to other entities directly or indirectly managed or advised by the Issuer or the Entity Filers).
Mosing Holdings, Inc.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Donald Keith Mosing | Chairman, President and Chief Executive Officer | (1) | United States | |||
Steven Brent Mosing | Director | (1) | United States | |||
Kirkland David Mosing | Director | (1) | United States | |||
Donald E. Mosing | Chairman Emeritus & Technical Advisor to the Board | (1) | United States |
Donald Keith Mosing Family Partnership, Ltd.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Donald Keith Mosing Revocable Trust |
General Partner | (1) | Texas | |||
Donald Keith Mosing | General Partner and Trustee of Trust/General Partner | (1) | United States |
The Steven Brent Mosing Family, L.L.C.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Steven Brent Mosing | Sole Manager | (1) | United States |
The Michael Frank Mosing Family, L.L.C.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Michael Frank Mosing | Sole Manager | (1) | United States |
The Kirkland D. Mosing Family, L.L.C.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Kirkland David Mosing | Sole Manager | (1) | United States |
G. Stanton Investments, LP
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Stanton GP, LLC | General Partner | (1) | Texas | |||
Gregory Stanton Mosing | Managing Member of General Partner | (1) | United States |
WBM Partnership, LP
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Bradfords GP, LLC | General Partner | (1) | Texas | |||
William Bradford Mosing | Managing Member of General Partner | (1) | United States |
Lori Mosing Thomas Family, L.L.C.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Bryceton G. Thomas Trust | Member/50% Owner | (1) | Louisiana | |||
Kirkland David Mosing | Trustee of Bryceton G. Thomas Trust | (1) | United States | |||
Lori Mosing Thomas | Member/50% Owner | (1) | United States |
JLM Partners, Ltd.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
4401 JM GP, LLC | General Partner | (1) | Texas | |||
Jeffrey Louis Mosing | Managing Member of General Partner | (1) | United States |
The Kendall G. Mosing Family, L.L.C.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Kendall Garrett Mosing | Sole Manager | (1) | United States |
Miller Ginsoma Holdings, Ltd.
Name |
Present Principal Occupation or |
Business Address |
Citizenship | |||
Miller Ginsoma GP, LLC | General Partner | (1) | Texas | |||
Sharon M. Miller | Managing Member | (1) | United States |
(1) | 10260 Westheimer Rd., Houston, Texas 77042. |