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Item 1(a).
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Name of Issuer:
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Star Gas Partners, L.P. (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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9 West Broad Street, Suite 310
Stamford, Connecticut 06902
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Item 2(a).
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Name of Person Filing:
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This statement is filed by Bandera Partners LLC, a Delaware limited liability company (“Bandera Partners”), Gregory Bylinsky and Jefferson Gramm. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Bandera Partners, Mr. Bylinsky and Mr. Gramm are filing this Statement with respect to 4,860,068 shares of Common Units (the “Master Fund’s Units”) directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera Master Fund”). In addition, Mr. Bylinsky is filing this Statement with respect to 20,508 shares of Common Units directly owned by Mr. Bylinsky. Mr. Gramm is also filing this Statement with respect to 197,683 shares of Common Units directly owned by Mr. Gramm.
Bandera Partners is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership over the Master Fund’s Units by virtue of the sole and exclusive authority granted to Bandera Partners by Bandera Master Fund to vote and dispose of the Master Fund’s Units.
Mr. Bylinsky and Mr. Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Units (as defined below) reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Units reported herein. Without limiting the foregoing sentence, Bandera Master Fund specifically disclaims beneficial ownership of the Master Fund’s Units by virtue of its inability to vote or dispose of such Units.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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The principal business address of each of the Reporting Persons is 50 Broad Street, Suite 1820, New York, New York 10004.
Bandera Partners is organized under the laws of the State of Delaware. Each of Messrs. Bylinsky and Gramm is a citizen of the United States of America.
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Item 2(d).
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Title of Class of Securities:
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Common Units (“Units”).
85512C105
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Item 3.
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If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
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(f)
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Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
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(g)
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Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
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(h)
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Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
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(j)
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Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
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All ownership information reported in this Item 4 is as of the close of business on December 31, 2015.
Bandera Partners LLC
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(a)
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Amount beneficially owned:
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8.5% (based on 57,282,352 Units outstanding as of November 30, 2015, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2015)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Gregory Bylinsky
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(a)
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Amount beneficially owned:
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8.5% (based on 57,282,352 Units outstanding as of November 30, 2015, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2015)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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4,860,068 Units
Jefferson Gramm
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(a)
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Amount beneficially owned:
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8.8% (based on 57,282,352 Units outstanding as of November 30, 2015, as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2015)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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(ii)
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Shared power to vote or to direct the vote
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(iii)
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Sole power to dispose or to direct the disposition of
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(iv)
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Shared power to dispose or to direct the disposition of
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The right to receive dividends from, or the proceeds from the sale of, the Master Fund’s Units is held by Bandera Master Fund, a private investment fund for which Bandera Partners serves as investment manager. Bandera Partners, Mr. Bylinsky and Mr. Gramm disclaim beneficial ownership of the Master Fund’s Units reported in this statement pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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See Exhibit 99.1.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: February 12, 2016
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BANDERA PARTNERS LLC
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By:
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/s/ Gregory Bylinsky
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Name:
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Gregory Bylinsky
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Title:
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Managing Director
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By:
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/s/ Gregory Bylinsky
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Name:
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Gregory Bylinsky
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By:
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/s/ Jefferson Gramm
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Name:
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Jefferson Gramm
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