UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Constellation Energy Partners LLC
(Name of Issuer)
Common Units representing Class B Limited Liability
Company Interests
(Title of Class of Securities)
21038E101
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
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| CUSIP No. 21038E101 | 13G/A |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bradley Louis Radoff | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,360,000 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,360,000 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,000 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.3% | |||||
| 12 | TYPE OF REPORTING PERSON*
IN | |||||
| * | SEE INSTRUCTIONS BEFORE FILLING OUT |
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SCHEDULE 13G/A
This Amendment No .1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Bradley Louis Radoff relating to the Common Units representing Class B Limited Liability Company Interests (the “Common Units”), of Constellation Energy Partners LLC, a Delaware limited liability company (the “Issuer”), purchased by Mr. Radoff.
This Amendment amends and restates the Schedule 13G as set forth below.
| Item 1(a) | Name of Issuer. |
| Constellation Energy Partners LLC |
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
| 1801 Main Street, Suite 1300 |
| Houston, Texas 77002 |
| Item 2(a) | Name of Person Filing. |
| Mr. Bradley Louis Radoff |
| Item 2(b) | Address of Principal Business Office, or, if none, Residence |
| 1177 West Loop South |
| Suite 1625 |
| Houston, Texas 77027 |
| Item 2(c) | Place of Organization. |
| Mr. Radoff is a U.S. citizen. |
| Item 2(d) | Title of Class of Securities. |
| Common Units representing Class B Limited Liability Company Interests (the “Common Units”) |
| Item 2(e) | CUSIP Number. |
| 21038E101 |
| Item 3 | Reporting Person. |
| The person filing is not listed in Items 3(a) through 3(j). |
| Item 4 | Ownership. |
| (a) | Mr. Radoff is the beneficial owner of 2,360,000 Common Units. |
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| (b) | Mr. Radoff beneficially owns 2,360,000 Common Units, which represents approximately 8.3% of the Common Units issued and outstanding. This percentage is determined by dividing the number of shares beneficially held by Mr. Radoff by 28,463,746, the number of Common Units issued and outstanding as of November 8, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 14, 2013. |
| (c) | Mr. Radoff may direct the vote and disposition of 2,360,000 Common Units. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
| Inapplicable. |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
| Inapplicable. |
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
| Inapplicable. |
| Item 8 | Identification and Classification of Members of the Group. |
| Inapplicable. |
| Item 9 | Notice of Dissolution of Group. |
| Inapplicable. |
| 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. |
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SIGNATURE
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: February 14, 2014
| /s/ Bradley Louis Radoff |
| Bradley Louis Radoff |
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