UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Constellation
Energy Partners LLC
(Name of
Issuer)
Class B
Units of Members' Equity
(Title of
Class of Securities)
21038E101
(CUSIP
Number)
June 30,
2008
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to
which
this Schedule is filed:
[X] Rule
13d-1(b)
[
] Rule
13d-1(c)
[
] Rule
13d-1(d)
CUSIP No. 21038E101
|
1
|
Name
of Reporting Persons.
|
|||
| GPS Partners LLC | ||||
| I.R.S. Identification Nos. of above persons (entities only). | ||||
| 73-1735371 | ||||
|
2
|
Check the Appropriate Box if a Member of a Group |
(a)
|
o | |
|
(b)
|
o | |||
|
3
|
SEC Use Only | |||
|
4
|
Citizenship or Place of Incorporation | |||
| Delaware, United States | ||||
|
5
|
Sole Voting Power | |||
|
Number of
|
||||
|
Shares
|
2,933,726 | |||
|
Beneficially Owned
|
6
|
Shared Voting Power | ||
|
by
Each Reporting
|
||||
|
Person
|
None | |||
|
With
|
7
|
Sole Dispositive Power | ||
|
|
||||
|
|
2,933,726 | |||
|
|
8
|
Shared Dispositive Power | ||
| None | ||||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
2,933,726
|
||||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|||
| o | ||||
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
|||
| 13.39% | ||||
|
12
|
Type
of Reporting Person:
|
|||
| IA | ||||
CUSIP No. 21038E101
|
1
|
Name
of Reporting Persons.
|
|||
| I.R.S. Identification Nos. of above persons (entities only). | ||||
| Brett S. Messing | ||||
|
2
|
Check the Appropriate Box if a Member of a Group |
(a)
|
o | |
|
(b)
|
o | |||
|
3
|
SEC Use Only | |||
|
4
|
Citizenship or Place of Incorporation | |||
| United States | ||||
|
5
|
Sole Voting Power | |||
|
Number of
|
||||
|
Shares
|
2,933,726 | |||
|
Beneficially Owned
|
6
|
Shared Voting Power | ||
|
by
Each Reporting
|
||||
|
Person
|
None | |||
|
With
|
7
|
Sole Dispositive Power | ||
|
|
||||
|
|
2,933,726 | |||
|
|
8
|
Shared Dispositive Power | ||
| None | ||||
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|||
|
2,933,726
|
||||
|
10
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|||
| o | ||||
|
11
|
Percent
of Class Represented by Amount in Row (9)
|
|||
| 13.39% | ||||
|
12
|
Type
of Reporting Person:
|
|||
| HC | ||||
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
Filing
Item
2(b). Address
of Principal Business Office or, if None, Residence
Item
2(c). Citizenship
GPS
Partners LLC
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
Brett S.
Messing
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
Item
2(d). Title of
Class of Securities:
Class B
Units of Members' Equity
Item
2(e). CUSIP
Number:
21038E101
Item
3. GPS
Partners LLC is an investment advisor in accordance with
ss.240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control person in accordance
with ss.240.13d-1(b)(1)(ii)(G).
Item
4. Ownership:
a.
Amount beneficially owned: 2,933,726
b.
Percent of Class: 13.39%
c.
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote 2,933,726
(ii)
Shared power to vote or to direct the vote None
(iii)
Sole power to dispose or to direct the disposition of 2,933,726
(iv)
Shared power to dispose or to direct the disposition None
Item
5. Ownership
of Five Percent or Less of a Class:
[
]
Item
6. Ownership
of More than Five Percent on Behalf of Another Person:
GPS
Partners LLC manages the assets of various advisory clients who have the right
to receive dividends from, or the proceeds from the sale of, the securities
described herein. One of such clients, GPS Income Fund (Cayman) Ltd.,
has the right to receive dividends from, or the proceeds from the sale of, over
5% of the securities of such class.
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.
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.
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
July 9, 2008
GPS
Partners LLC
By: /s/
Steven A. Sugarman
----------------------------
Steven A.
Sugarman
Title:
Partner
By: /s/
Brett S. Messing
----------------------------
Name: Brett
S. Messing
Title:
Managing Partner
/s/ Brett
S. Messing
----------------------------
Brett S.
Messing, an individual
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on this Schedule 13G, dated July 9,
2008, (the "Schedule 13G"), with respect to the Class B Units of Members' Equity
of Constellation Energy Partners LLC is filed on behalf of each of us pursuant
to and in accordance with the provisions of Rule 13d-1(k) under the Securities
and Exchange Act of 1934, as amended, and that this Agreement shall be included
as an Exhibit to this Schedule 13G. Each of the undersigned agrees to
be responsible for the timely filing of the Schedule 13G, and for the
completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the 9th day
of July 2008.
| GPS Partners LLC | |||
|
|
By:
|
/s/ Steven A. Sugarman | |
| Name: | Steven A. Sugarman | ||
| Title: | Partner | ||
|
|
By:
|
/s/ Brett S. Messing | |
| Name: | Brett S. Messing | ||
| Title: | Managing Partner | ||
|
|
|||
| /s/ Brett S. Messing | |||
| Brett S. Messing, an individual | |||
Statement
of Control Person
The
Statement on this Schedule 13G dated July 9, 2008 with respect to the Class B
Units of Members' Equity of Constellation Energy Partners LLC is filed by Brett
S. Messing in accordance with the provisions of Rule 13d-1(b) and Rule
13d-1(k),respectively, as control person (HC) of GPS Partners LLC.
GPS
Partners LLC files this statement on Schedule 13G in accordance with the
provisions of Rule 13d-1(b) and Rule 13d-1(k), respectively, as an investment
advisor (IA).