Amended Statement of Beneficial Ownership (sc 13d/a)
August 19 2013 - 4:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
Osage
Exploration and Development, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001 Per Share
(Title of Class of Securities)
68771L107
(CUSIP Number)
James W. Larimore, Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 17, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
¨
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1.
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Names of Reporting Persons: E. Peter Hoffman, Jr.
I.R.S. Identification Nos. of Above Persons (entities only)
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
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(b)
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3.
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SEC Use Only
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4.
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Source of Funds
PF, OO
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5.
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Check if disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization:
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting
Power
2,139,119
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8.
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Shared Voting
Power
0
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9.
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Sole Dispositive
Power
2,139,119
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
2,139,119
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12.
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Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by
Amount in Row 11:
4.3%
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14.
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Type of Reporting Person (See
Instructions):
IN
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Schedule 13D/A
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Page 2 of 4 Pages
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This Amendment No. 6 (this “Sixth Amendment”) to Schedule 13D is filed by E.
Peter Hoffman, Jr. (the “Reporting Person”) with respect to the Reporting Person’s beneficial ownership of shares of common stock, par value $.0001 per share (the “Common Stock”), of Osage Exploration and Development, Inc.,
a Delaware corporation (the “Issuer”). This Sixth Amendment amends the initial statement on Schedule 13D filed by the Reporting Person on July 3, 2008, as previously amended by Amendment Nos. 1, 2, 3, 4 and 5 to Schedule 13D filed by
the Reporting Person on April 8, 2011, December 29, 2011, July 26, 2012, November 14, 2012, and April 26, 2013, respectively (collectively, the “Prior 13D”). Unless otherwise indicated, all capitalized
terms used but not defined herein shall have the same meaning ascribed to them in the Prior 13D. Except as indicated herein, the information set forth in the Prior 13D remains unchanged.
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Item 1.
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Security and Issuer.
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The
information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
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Item 2.
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Identity and Background.
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The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
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Item 4.
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Purpose of Transaction.
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The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
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Item 5.
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Interest in Securities of the Issuer.
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(a) As of the date of this Sixth Amendment, the Reporting Person is the beneficial owner of 2,139,119 shares of Common Stock, which constitutes 4.3% of the outstanding shares of Common Stock. The
beneficial ownership percentage of the Reporting Person is calculated based on 49,854,675 shares of Common Stock outstanding as of August 9, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2013.
(b) The Reporting Person has sole voting and dispositive power with respect to all of the
2,139,119 shares of Common Stock beneficially owned by him.
(c) In a series of sale transactions on the open market from
June 20, 2013, through August 18, 2013, the Reporting Person sold a total of 172,013 shares of Common Stock at prices ranging from $0.94 to $1.20 per share.
(e) The Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock on May 17, 2013.
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Schedule 13D/A
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Page 3 of 4 Pages
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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The information set forth in the Prior 13D with respect to this Item has not changed as of the date of this Sixth Amendment.
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Item 7.
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Material to Be Filed as Exhibits.
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None.
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.
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Date: August 19, 2013
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/s/ E. Peter Hoffman, Jr.
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E. Peter Hoffman, Jr.
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Schedule 13D/A
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Page 4 of 4 Pages
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