Amended Statement of Ownership (sc 13g/a)
2022年10月26日 - 10:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
Gulf Coast Ultra Deep Royalty Trust
(Name of Issuer)
Royalty Trust Units
(Title of Class of Securities)
40222T104
(CUSIP Number)
October 17, 2022
(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)
☒
Rule 13d-1(c)
☐
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 disclosures provided in a prior cover page. |
The information required on 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).
Page 2
of 5
SCHEDULE 13G
CUSIP No. 40222T104 |
|
|
|
Page 2 of 5 Pages |
1 |
NAME
OF REPORTING PERSON
Neil S. Subin |
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
32,992,695(1) |
7 |
SOLE
DISPOSITIVE POWER
0 |
8 |
SHARED
DISPOSITIVE POWER
32,992,695(1) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,992,695(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.3%(1)(2) |
12 |
TYPE
OF REPORTING PERSON
IN-OO** |
| (1) | Represents (i) 25,511,628 royalty trust units (“Trust
Units”), of Gulf Coast Ultra Deep Royalty Trust (the “Issuer”) owned by Milfam II L.P.; (ii) 2,712,874 Trust Units
owned by LIMFAM LLC; (iii) 1,717,279 Trust Units owned by LIM III Estate LLC; (iv) 1,182,403 Trust Units owned by MBM - Trust A-4; (v)
591,203 Trust Units owned by Miller Family Education and Medical Trust; (vi) 591,202 Trust Units owned by Susan F. Miller Spousal
Trust A-4; (vii) 191,555 Trust Units owned by Milfam I L.P.; (viii) 191,376 Trust Units owned by Co- Trustee GST Lloyd A. Crider; (ix)
168,900 Trust Units owned by Milfam LLC; and (x) 134,275 Trust Units owned by Trustee GST Catherine C. Miller. Mr. Subin is the
President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a number of the foregoing entities
formerly managed or advised by the late Lloyd I. Miller, III, and he also serves as trustee of a number of a number of the foregoing
trusts for the benefit of the family of the late Mr. Lloyd I. Miller, III, consequently, he may be deemed the beneficial owner of the
shares specified in clauses (i) through (x) of the preceding sentence. Mr. Subin disclaims beneficial ownership of any shares other than
to the extent he may have a pecuniary interest therein. |
| (2) | The percentage reported in this Schedule 13G/A is based upon
230,172,696 Trust Units outstanding according to the Quarterly Report on Form 10-Q filed by the Issuer with the U.S. Securities and Exchange
Commission on August 12, 2022. |
Page 3 of 5
Explanatory Note:
This Amendment No. 1 to Schedule 13G is filed
by Neil S. Subin, who is the President and Manager of MILFAM LLC, which serves as manager, general partner, or investment advisor of a
number of entities. Mr. Subin also serves as trustee of a number of Miller family trusts.
Gulf Coast Ultra Deep Royalty Trust
| Item 1(b). | Address
of Issuer’s Principal Executive Offices |
The Bank of New York Mellon Trust Company, N.A., as trustee
601 Travis Street, 16th Floor
Houston, Texas 77002
| Item 2(a). | Name
of Person(s) Filing |
Neil S. Subin
| Item 2(b). | Address
of Principal Business Office or, if none, Residence |
2336 SE Ocean Blvd, Suite 400
Stuart, Florida 34996
United States
| Item 2(d). | Title
of Class of Securities |
Royalty Trust Units
40222T104
| 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: |
Not Applicable, this statement is filed pursuant to Rule 13d-1(c).
Page 4 of
5
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page hereto and is incorporated
herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Other persons have the right to receive and the power to direct the
receipt of dividends from, or the proceeds from the sale of the Trust Units beneficially owned by Mr. Subin.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
or Control Person: |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable.
| Item 9. | Notice of Dissolution of Group: |
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.
Page 5
of 5
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: October 25, 2022
|
/s/ Neil S. Subin |
|
Neil S. Subin |
Gulf Coast Ultra Deep Ro... (PK) (USOTC:GULTU)
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