SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Constellation Energy Partners LLC
(Name of Issuer)
Common Units, representing Class B Limited Liability Company Interests
(Title of Class of Securities)
21038E101
(CUSIP Number)
April 23, 2007
(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)
CUSIP No. .............................................................21038E101
1) Name of Reporting Person.......................Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person................13-3216325
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..............................................1,146,843(1)
6) Shared Voting Power.....................................................-0-
7) Sole Dispositive Power.........................................1,146,843(1)
8) Shared Dispositive Power................................................-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person...1,146,843(1)
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ]
11) Percent of Class Represented by Amount in Row 9.....................8.6%(2)
12) Type of Reporting Person.................................................HC
(1) Excludes 31,122 Class E Units which are not currently convertible into
Common Units nor will be within 60 days.
(2) Based on 11,093,894 Common Units outstanding at February 15, 2007
as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684
Common Units issued under the Unit Purchase Agreement.
CUSIP No. .............................................................21038E101
1) Name of Reporting Person................................Lehman Brothers Inc.
S.S. or I.R.S. Identification No. of Above Person................13-2518466
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................................................594,922(1)
6) Shared Voting Power.....................................................-0-
7) Sole Dispositive Power...........................................594,922(1)
8) Shared Dispositive Power................................................-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person.....594,922(1)
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ]
11) Percent of Class Represented by Amount in Row 9.....................4.5%(2)
12) Type of Reporting Person.................................................BD
(1) Excludes 8,528 Class E Units which are not currently convertible into
Common Units nor will be within 60 days.
(2) Based on 11,093,894 Common Units outstanding at February 15, 2007
as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684
Common Units issued under the Unit Purchase Agreement.
CUSIP No. .............................................................21038E101
1) Name of Reporting Person....................Lehman Brothers MLP Opportunity
Associates LLC
S.S. or I.R.S. Identification No. of Above Person................20-8727524
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................................................551,921(1)
6) Shared Voting Power.....................................................-0-
7) Sole Dispositive Power...........................................551,921(1)
8) Shared Dispositive Power................................................-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1)
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ]
11) Percent of Class Represented by Amount in Row 9.....................4.1%(2)
12) Type of Reporting Person.................................................OO
(1) Excludes 22,594 Class E Units which are not currently convertible into
Common Units nor will be within 60 days.
(2) Based on 11,093,894 Common Units outstanding at February 15, 2007
as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684
Common Units issued under the Unit Purchase Agreement.
CUSIP No. .............................................................21038E101
1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity
Associates LP
S.S. or I.R.S. Identification No. of Above Person................20-8727697
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................................................551,921(1)
6) Shared Voting Power.....................................................-0-
7) Sole Dispositive Power...........................................551,921(1)
8) Shared Dispositive Power................................................-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1)
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ]
11) Percent of Class Represented by Amount in Row 9.....................4.1%(2)
12) Type of Reporting Person.................................................PN
(1) Excludes 22,594 Class E Units which are not currently convertible into
Common Units nor will be within 60 days.
(2) Based on 11,093,894 Common Units outstanding at February 15, 2007
as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684
Common Units issued under the Unit Purchase Agreement.
CUSIP No. .............................................................21038E101
1) Name of Reporting Person.....................Lehman Brothers MLP Opportunity
Fund LP
S.S. or I.R.S. Identification No. of Above Person................20-8727922
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................................................551,921(1)
6) Shared Voting Power.....................................................-0-
7) Sole Dispositive Power...........................................551,921(1)
8) Shared Dispositive Power................................................-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person.....551,921(1)
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares......[ ]
11) Percent of Class Represented by Amount in Row 9.....................4.1%(2)
12) Type of Reporting Person.................................................PN
(1) Excludes 22,594 Class E Units which are not currently convertible into
Common Units nor will be within 60 days.
(2) Based on 11,093,894 Common Units outstanding at February 15, 2007
as reported on Form 10-K filed by the Issuer on March 12, 2007 and 2,207,684
Common Units issued under the Unit Purchase Agreement.
Item 1(a). Name of Issuer:
Constellation Energy Partners LLC
Item 1(b). Address of Issuer's Principal Executive Offices:
111 Market Place
Baltimore, MD 21202
Item 2(a). Name of Person(s) Filing:
Lehman Brothers Holdings Inc.
Lehman Brothers Inc.
Lehman Brothers MLP Opportunity Associates LLC
Lehman Brothers MLP Opportunity Associates LP
Lehman Brothers MLP Opportunity Fund LP
Item 2(b). Address of Principal Business Office:
Lehman Brothers Holdings Inc.
745 Seventh Avenue
New York, New York 10019
Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Lehman Brothers MLP Opportunity Associates LLC
745 Seventh Avenue
New York, New York 10019
Lehman Brothers MLP Opportunity Associates LP
745 Seventh Avenue
New York, New York 10019
Lehman Brothers MLP Opportunity Fund LP
745 Seventh Avenue
New York, New York 10019
Item 2(c). Citizenship or Place of Organization:
Lehman Brothers Holdings Inc. ("Holdings") is a corporation
organized under the laws of the State of Delaware.
Lehman Brothers Inc. ("LBI") is a corporation organized under
the laws of the State of Delaware.
Lehman Brothers MLP Opportunity Associates LLC
("LB MLP Assoc LLC") is a limited liability company formed
under the laws of the State of Delaware.
Lehman Brothers MLP Opportunity Associates LP
("LB MLP Assoc LP")is a limited partnership formed under the
laws of the State of Delaware.
Lehman Brothers MLP Opportunity Fund LP ("LB MLP Fund")is a
limited partnership formed under the laws of the State of
Delaware.
Item 2(d). Title of Class of Securities:
Common Units, representing Class B Limited Liability
Company Interests
Item 2(e). CUSIP Number:
21038E101
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] A broker or dealer under Section 15 of the 1934 Act
(b) [ ] A bank as defined in Section 3(a)(6) of the 1934 Act
(c) [ ] An insurance company as defined in Section 3(a)(19) of
the 1934 Act
(d) [ ] An investment company registered under Section 8 of the
Investment Company Act of 1940
(e) [ ] An investment advisor in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G)
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of
investment company under Section 3(c)(14)Of the Investment
Company Act of 1940
(j) [ ] A group, in accordance with Rule 13d-1(b)(1)(ii)(J)
Item 4. Ownership
(a) Amount Beneficially Owned
See Item 9 of cover page.
(b) Percent of Class:
See Item 11 of cover page.
(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover page.
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 [ ].
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 or
Control Person
LBI is the actual owner of 594,922 Common Units and 8,528
Class E Units reported herein. LBI is a wholly-owned
subsidiary of Holdings.
Under the rules and regulations of the Securities and Exchange
Commission, Holdings may be deemed to be the beneficial
owner of the Common and Class E Units owned by LBI.
LB MLP Fund is the actual owner of 551,921 Common Units and
22,594 Class E Units reported herein. LB MLP Fund is
wholly-owned by LB MLP Assoc LP which is wholly-owned by
LB MLP Assoc LLC which is wholly-owned by Holdings.
Under the rules and regulations of the Securities and Exchange
Commission, LB MLP Assoc LP, LB MLP Assoc LLC and Holdings may
be deemed to be the beneficial owners of the Common and Class
E Units owned by LB MLP Fund.
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
[ ] By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and 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.
[X] By signing below I hereby 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.
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: April 24, 2007
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
LEHMAN BROTHERS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Senior Vice President
Lehman Brothers MLP Opportunity Associates LLC
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory
Lehman Brothers MLP Opportunity Associates LP
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory
Lehman Brothers MLP Opportunity Fund LP
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory
EXHIBIT A - JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed
herewith (and any amendments thereto), is being filed jointly with the
Securities and Exchange Commission pursuant to Rule 13d-1(k) (1) under the
Securities Exchange Act of 1934, as amended, on behalf of each such person.
Dated: April 24, 2007
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title: Vice President
LEHMAN BROTHERS INC.
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Senior Vice President
Lehman Brothers MLP Opportunity Associates LLC
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory
Lehman Brothers MLP Opportunity Associates LP
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory
Lehman Brothers MLP Opportunity Fund LP
By: /s/ Barrett S. DiPaolo
Name: Barrett S. DiPaolo
Title:Authorized Signatory