| £ |
Rule 13d-1(b)
|
| ☑ |
Rule 13d-1(c)
|
| £ |
Rule 13d-1(d)
|
|
CUSIP NO. 56155L108
|
13G
|
|||||||
|
1
|
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Mammoth Energy Holdings LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|||||||
|
3
|
SEC USE ONLY
|
|||||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
20,443,903
|
|||||
|
6
|
SHARED VOTING POWER
|
|||||||
|
7
|
SOLE DISPOSITIVE POWER
|
20,443,903
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
|||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,443,903
|
||||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
☐
|
|||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
|
54.52%
|
||||||
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
||||||
|
CUSIP NO. 56155L108
|
13G
|
|||||||
|
1
|
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Wexford Capital LP
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|||||||
|
3
|
SEC USE ONLY
|
|||||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|||||
|
6
|
SHARED VOTING POWER
|
20,446,126
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
20,446,126
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,446,126
|
||||||
|
.
|
||||||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
☐
|
|||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
|
54.52%
|
||||||
|
12
|
TYPE OF REPORTING PERSON
|
PN
|
||||||
|
CUSIP NO. 56155L108
|
13G
|
|||||||
|
1
|
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Wexford GP LLC
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|||||||
|
3
|
SEC USE ONLY
|
|||||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|||||
|
6
|
SHARED VOTING POWER
|
20,446,126
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
20,446,126
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,446,126
|
||||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
☐
|
|||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
|
54.52%
|
||||||
|
12
|
TYPE OF REPORTING PERSON
|
OO
|
||||||
|
CUSIP NO. 56155L108
|
13G
|
|||||||
|
1
|
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Charles E. Davidson
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|||||||
|
3
|
SEC USE ONLY
|
|||||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|||||
|
6
|
SHARED VOTING POWER
|
20,446,126
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
20,446,126
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,446,126
|
||||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
☐
|
|||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
|
54.52%
|
||||||
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
||||||
|
CUSIP NO. 56155L108
|
13G
|
|||||||
|
1
|
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
Joseph M. Jacobs
|
||||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|||||||
|
3
|
SEC USE ONLY
|
|||||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
||||||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
0
|
|||||
|
6
|
SHARED VOTING POWER
|
20,446,126
|
||||||
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
||||||
|
8
|
SHARED DISPOSITIVE POWER
|
20,446,126
|
||||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
20,446,126
|
||||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAINSHARES
☐
|
|||||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
|
54.52%
|
||||||
|
12
|
TYPE OF REPORTING PERSON
|
IN
|
||||||
| (a) |
Name of Issuer:
|
| (b) |
Address of Issuer's Principal Executive Offices:
|
| (a) |
Name of Persons Filing (collectively, the "Reporting Persons"):
|
|
(i)
|
Mammoth Energy Holdings LLC
|
|
(ii)
|
Wexford Capital LP
|
|
(iii)
|
Wexford GP LLC
|
|
(iv)
|
Charles E. Davidson
|
|
(v)
|
Joseph M. Jacobs
|
| (b) |
Address of Principal Business Office, or, if none, Residence of Reporting Persons:
|
| (c) |
Citizenship:
|
|
(i)
|
Mammoth Energy Holdings LLC – Delaware
|
|
(ii)
|
Wexford Capital LP – Delaware
|
|
(iii)
|
Wexford GP LLC - Delaware
|
|
(iv)
|
Charles E. Davidson - United States
|
|
(v)
|
Joseph M. Jacobs – United States
|
| (d) |
Title of Class of Securities:
|
| (e) |
CUSIP Number:
|
| 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: N/A
|
| (a) | £ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | £ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | £ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | £ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | £ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | £ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | £ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | £ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | £ | 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) | £ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. |
Ownership
|
| (a) |
Amount beneficially owned: 20,443,903
|
| (b) |
Percent of class: 54.52%
|
| (c) |
Number of shares to which the person has: 20,443,903
|
| (i) |
Sole power to vote or to direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 20,443,903
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 20,443,903
|
| (a) |
Amount beneficially owned: 20,446,126
|
| (b) |
Percent of class: 54.52 %
|
| (c) |
Number of shares to which the person has:
|
| (i) |
Sole power to vote or to direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 20,446,126
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 20,446,126
|
| (a) |
Amount beneficially owned: 20,446,126
|
| (b) |
Percent of class: 54.52%
|
| (c) |
Number of shares to which the person has:
|
| (i) |
Sole power to vote or to direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 20,446,126
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
Shared power to dispose or to direct the disposition of: 20,446,126
|
| (a) |
Amount beneficially owned: 20,446,126
|
| (b) |
Percent of class: 54.52%
|
| (c) |
Number of shares to which the person has:
|
| (i) |
Sole power to vote or to direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 20,446,126
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 20,446,126
|
| (a) |
Amount beneficially owned: 20,446,126
|
| (b) |
Percent of class: 54.52%
|
| (c) |
Number of shares to which the person has:
|
| (i) |
Sole power to vote or to direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 20,446,126
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 20,446,126
|
| Item 5. |
Ownership of Five Percent or Less of a Class
|
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person N/A.
|
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company N/A
|
| Item 8. |
Identification and Classification of Members of the Group N/A
|
| Item 9. |
Notice of Dissolution of Group N/A
|
| Item 10. |
Certification
|
|
MAMMOTH ENERGY HOLDINGS LLC
|
|||
|
By:
|
/s/ Arthur Amron
|
||
|
Nam
|
Arthur Amron
|
||
|
Title:
|
Vice President and Assistant Secretary
|
||
|
WEXFORD CAPITAL LP
|
|||
|
By:
|
Wexford GP LLC, its General Partner
|
||
|
By:
|
/s/ Arthur Amron
|
||
|
Name
|
Arthur Amron
|
||
|
Title:
|
Vice President and Assistant Secretary
|
||
|
WEXFORD GP LLC
|
|||
|
By:
|
/s/ Arthur Amron
|
||
|
Name
|
Arthur Amron
|
||
|
Title:
|
Vice President and Assistant Secretary
|
||
|
/s/ Joseph M. Jacobs
|
|||
|
JOSEPH M. JACOBS
|
|||
|
/s/ Charles E. Davidson
|
|||
|
CHARLES E. DAVIDSON
|
|||
|
MAMMOTH ENERGY HOLDINGS LLC
|
|||
|
By:
|
/s/ Arthur Amron
|
|
|
|
Name:
|
Arthur Amron
|
|
|
|
Title:
|
Vice President and Assistant Secretary
|
|
|
|
WEXFORD CAPITAL LP
|
|||
|
By:
|
Wexford GP LLC, its General Partner
|
||
|
By:
|
/s/ Arthur Amron
|
||
|
Name:
|
Arthur Amron
|
||
|
Title:
|
Vice President and Assistant Secretary
|
||
|
WEXFORD GP LLC
|
|||
|
By:
|
/s/ Arthur Amron
|
||
|
Name:
|
Arthur Amron
|
||
|
Title:
|
Vice President and Assistant Secretary
|
||
|
/s/ Joseph M. Jacobs
|
|||
|
JOSEPH M. JACOBS
|
|||
|
/s/ Charles E. Davidson
|
|||
|
CHARLES E. DAVIDSON
|
|||