SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

INERGY HOLDINGS, L.P.

(Name of Issuer)

Common Units representing Limited Partnership Interests

(Title of Class of Securities)

45661Q107

(CUSIP Number)

December 31, 2009

(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)

o

Rule 13d-1(c)

x

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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP No. 45661Q107

 

 

1

Name of Reporting Person
DAVID G. DEHAEMERS, JR.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
USA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
751,326

 

6

Shared Voting Power
89,300

 

7

Sole Dispositive Power
751,326

 

8

Shared Dispositive Power
89,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
840,626 (1)

 

 

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 % (2)

 

 

12

Type of Reporting Person (See Instructions)
IN

 


(1)   Such common units include (a) 751,326 common units owned by Mr. Dehaemers, and (b) 89,300 common units owned by MLP Co-Investment Opportunity Fund, L.P. (“Fund”).  Mr. Dehaemers serves as an investment officer for the Fund and controls an entity that owns a 50% interest in the general partner and manager of the Fund.  As such he may be deemed to have shared voting and dispositive power over the common units owned by the Fund.  Mr. Dehaemers disclaims any beneficial ownership of common units owned by the Fund except to the extent of his pecuniary interest therein.

 

(2)   Based on 20,277,361 common units issued and outstanding as of November 16, 2009, as disclosed by Inergy Holdings, L.P. in its Annual Report Form 10-K for the year ended September 30, 2009 filed with the Securities and Exchange Commission on November 30, 2009.

 

2



 

Item 1.

 

(a)

Name of Issuer:
Inergy Holdings, L.P.

 

(b)

Address of Issuer’s Principal Executive Offices:
Two Brush Creek Boulevard, Suite 200
Kansas City, Missouri  64112

 

Item 2.

 

(a)

Name of Person(s) Filing:
David G. Dehaemers, Jr.

 

(b)

Address of Principal Business Office or if none, Residence:
6640 W. 143rd Street  Suite 200
Overland Park, Kansas 66223

 

(c)

Citizenship:
USA

 

(d)

Title of Class of Securities:
Common Units representing Limited Partnership Interests (“Common Units”)

 

(e)

CUSIP Number:
45661Q107

 

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

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

3



 

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)

Amount beneficially owned:   

840,626

 

(b)

Percent of class:   

4.1%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote:

751,326

 

 

(ii)

Shared power to vote or to direct the vote:

89,300

 

 

(iii)

Sole power to dispose or to direct the disposition of:

751,326

 

 

(iv)

Shared power to dispose or to direct the disposition of:

89,300

 

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 5 percent of the class of securities, check the following   x .

 

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

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

4



 

Item 10.

Certification

Not applicable.

 

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.

 

 

Dated:  February 16, 2010

 

 

 

 

 

 

 

 

 

 

/s/ David G. Dehaemers

 

 

 

 

 

David G. Dehaemers, Jr.

 

5


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