UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
LUCAS ENERGY, INC.
(Name of Issuer)
COMMON STOCK, par value $0.001 per share
(Title of Class of Securities)
549333201
(CUSIP Number)
April 21, 2014
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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 disclosures provided in a prior cover page.
The information required on 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).
| 1. | NAMES
OF REPORTING PERSONS
|
||||||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o |
||||||
| 3. | SEC
USE ONLY |
||||||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
||||||
NUMBER
OF |
|||||||
| 5. | SOLE
VOTING POWER 0 | ||||||
| 6. | SHARED
VOTING POWER 1,300,000 | ||||||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED
DISPOSITIVE POWER 1,300,000 | ||||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 |
||||||
| 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% |
||||||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
||||||
| CUSIP No. 549333201 | 13G | Page 2 of 13 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONG FOCUS CAPITAL, LLC |
||||||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o |
||||||
| 3. | SEC
USE ONLY |
||||||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
||||||
NUMBER
OF |
|||||||
| 5. | SOLE
VOTING POWER 0 | ||||||
| 6. | SHARED
VOTING POWER 1,300,000 | ||||||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED
DISPOSITIVE POWER 1,300,000 | ||||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,300,000 |
||||||
| 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% |
||||||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
||||||
| CUSIP No. 549333201 | 13G | Page 3 of 13 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CONDAGUA, LLC |
||||||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o |
||||||
| 3. | SEC
USE ONLY |
||||||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
||||||
NUMBER
OF |
|||||||
| 5. | SOLE
VOTING POWER 0 | ||||||
| 6. | SHARED
VOTING POWER 1,378,168 | ||||||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED
DISPOSITIVE POWER 1,378,168 | ||||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,378,168 |
||||||
| 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) 4.1% |
||||||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
||||||
| CUSIP No. 549333201 | 13G | Page 4 of 13 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN B. HELMERS |
||||||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o |
||||||
| 3. | SEC
USE ONLY |
||||||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
||||||
NUMBER
OF |
|||||||
| 5. | SOLE
VOTING POWER 1,666,666 | ||||||
| 6. | SHARED
VOTING POWER 2,678,168 | ||||||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED
DISPOSITIVE POWER 4,344,834 | ||||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,344,834 |
||||||
| 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) 13.0% |
||||||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
||||||
| CUSIP No. 549333201 | 13G | Page 5 of 13 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. GLENN HELMERS |
||||||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) o |
||||||
| 3. | SEC
USE ONLY |
||||||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
||||||
NUMBER
OF |
|||||||
| 5. | SOLE
VOTING POWER 0 | ||||||
| 6. | SHARED
VOTING POWER 2,678,168 | ||||||
| 7. | SOLE
DISPOSITIVE POWER 0 | ||||||
| 8. | SHARED
DISPOSITIVE POWER 4,344,834 | ||||||
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,344,834 |
||||||
| 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) 13.0% |
||||||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
||||||
| CUSIP No. 549333201 | 13G | Page 6 of 13 Pages |
| Item 1.(a) | Name of Issuer | |
| Lucas Energy, Inc. | ||
| Item 1.(b) | Address of Issuer’s Principal Executive Offices | |
3555 Timmons Lane Suite 1550 Houston, Texas 77027 | ||
| Item 2.(a) | Name of Person Filing | |
The Reporting Persons are:
Long Focus Capital Management, LLC, a Delaware single member limited liability company; Long Focus Capital, LLC, a Delaware single member limited liability company; Condagua, LLC, a Delaware single member limited liability company; John B. Helmers, a United States citizen; and A. Glenn Helmers, a United States citizen. | ||
| Item 2.(b) | Address of the Principal Office or, if none, residence | |
PMB 426, 1357 Ashford Avenue San Juan, PR 00907
| ||
| Item 2.(c) | Citizenship | |
Long Focus Capital Management, LLC, a Delaware single member limited liability company; Long Focus Capital, LLC, a Delaware single member limited liability company; Condagua, LLC, a Delaware single member limited liability company; John B. Helmers, a United States citizen; and A. Glenn Helmers, a United States citizen. | ||
| Item 2.(d) | Title of Class of Securities | |
Common Stock, $0.001 par value (the “Common Stock”) | ||
| Item 2.(e) | CUSIP Number | |
| 549333201 | ||
| CUSIP No. 549333201 | 13G | Page 7 of 13 Pages |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-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)(1)(ii)(G); | |
| (h) | o | A savings associations 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). | |
| CUSIP No. 549333201 | 13G | Page 8 of 13 Pages |
| Item 4. | Ownership. |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
| (a) | A. Glenn Helmers is the beneficial owner of 2,678,168 shares of Common Stock held by Long Focus Capital, LLC and Condagua, LLC, and is the beneficial owner of the 1,666,666 shares of Common Stock held individually by John B. Helmers, her husband. Long Focus Capital Management, LLC, and John B. Helmers may be deemed to beneficially own the 1,300,000 shares of Common Stock held by the Long Focus Capital, LLC, as the investment adviser and the managing member of the investment adviser, respectively. John B. Helmers may be deemed to beneficially own the 1,378,168 shares of Common Stock held by Condagua, LLC, as the authorized trader of Condagua, LLC. John B. Helmers individually owns 1,666,666 shares of Common Stock. | |||
| (b) | The beneficial ownership of 13.0% is based on the 33,324,615 outstanding shares of Common Stock of the Issuer, including the disclosed on the Issuer’s Prospectus Supplement filed on form 424B5 with the SEC on April 21, 2014. | |||
| (c) | Long Focus Capital Management, LLC, John B. Helmers, and A. Glenn Helmers may direct the vote and disposition of the 1,300,000 shares of Common Stock held by Long Focus Capital, LLC. John B. Helmers and A. Glenn Helmers may direct the vote and disposition of the 1,378,168 shares of Common Stock held by Condagua, LLC. John B. Helmers and A. Glenn Helmers may direct the disposition of the 1,666,666 shares owned by John B. Helmers. John B. Helmers has the sole right to vote the 1,666,666 shares of Common Stock he individually owns. | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| 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 o.
Instruction. Dissolution of a group requires a response to this item.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group. |
See Exhibit 99.2.
| Item 9. | Notice of Dissolution of Group. |
Not applicable
| CUSIP No. 549333201 | 13G | Page 9 of 13 Pages |
| Item 10. | Certification. |
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.
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: April 24, 2014
| LONG FOCUS CAPITAL, LLC | |
| /s/ A. Glenn Helmers | |
| Signature | |
| A. Glenn Helmers, Managing Member | |
| Name/Title | |
| CONDAGUA, LLC | |
| /s/ A. Glenn Helmers | |
| Signature | |
| A. Glenn Helmers, Managing Member | |
| Name/Title | |
| LONG FOCUS CAPITAL MANAGEMENT, LLC | |
| /s/ John B. Helmers | |
| Signature | |
| John B. Helmers, Managing Member | |
| Name/Title | |
| A. GLENN HELMERS | |
| /s/ A. Glenn Helmers | |
| Signature | |
| JOHN B. HELMERS | |
| /s/ John B. Helmers | |
| Signature | |
| CUSIP No. 549333201 | 13G | Page 10 of 13 Pages |
EXHIBIT INDEX
| Exhibit 99.1 | Joint Filing Agreement |
| Exhibit 99.2 | Members of Group |
| CUSIP No. 549333201 | 13G | Page 11 of 13 Pages |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
| LONG FOCUS CAPITAL, LLC | ||
| By: | ||
| /s/ A. Glenn Helmers | ||
| Name: A. Glenn Helmers | ||
| Title: Managing Member | ||
| CONDAGUA, LLC | ||
| By: | ||
| /s/ A. Glenn Helmers | ||
| Name: A. Glenn Helmers | ||
| Title: Managing Member | ||
| LONG FOCUS CAPITAL MANAGEMENT, LLC | ||
| By: | ||
| /s/ John B. Helmers | ||
| Name: John B. Helmers | ||
| Title: Managing Member | ||
| A. GLENN HELMERS | ||
| /s/ A. Glenn Helmers | ||
| A. Glenn Helmers | ||
| JOHN B. HELMERS | ||
| /s/ John B. Helmers | ||
| John B. Helmers | ||
| CUSIP No. 549333201 | 13G | Page 12 of 13 Pages |
Exhibit 99.2
Members of Group.
Long Focus Capital Management, LLC, a Delaware single member limited liability company.
Long Focus Capital, LLC, a Delaware single member limited liability company.
Condagua, LLC, a Delaware single member limited liability company.
John B. Helmers, a United States citizen.
A. Glenn Helmers, a United States citizen.
| CUSIP No. 549333201 | 13G | Page 13 of 13 Pages |