UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
CONSTELLATION ENERGY
PARTNERS LLC
(Name of
Issuer)
Class
B Units of Members'
Equity
(Title of
Class of Securities)
21038E101
(CUSIP
Number)
December 31,
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)
* 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).
Continued
on following pages
Page 1
of 8 Pages
Exhibit
Index: Page 7
Page 2 of 8 Pages
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1.
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Names
of Reporting Persons.
GPS
Partners LLC
I.R.S.
Identification Nos. of above persons (entities only).
73-1735371
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2.
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Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[ ]
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware,
United States
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Number
of Shares Beneficially Owned by Each Reporting Person With
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5.
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Sole
Voting
Power 1,778,732
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6.
|
Shared
Voting
Power
None
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7.
|
Sole
Dispositive
Power
1,778,732
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||
|
8.
|
Shared
Dispositive
Power
None
|
||
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,778,732
|
||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.1%
based on 21,938,342 Units (as defined herein) outstanding as of November
1, 2008.
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12.
|
Type
of Reporting Person:
IA
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Page 3
of 8 Pages
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
Brett
S. Messing
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|||
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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
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|||
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Number
of Shares
Beneficially Owned by Each Reporting Person With |
5.
|
Sole
Voting
Power 1,778,732
|
||
|
6.
|
Shared
Voting
Power None
|
|||
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7.
|
Sole
Dispositive
Power
1,778,732
|
|||
|
8.
|
Shared
Dispositive
Power
None
|
|||
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,778,732
|
||||
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
||||
|
Percent
of Class Represented by Amount in Row (9)
8.1%
based on 21,938,342 Units outstanding as of November 1, 2008.
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||||
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Type
of Reporting Person:
HC
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Page 4
of 8 Pages
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Item
1(a).
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Name
of Issuer:
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Constellation
Energy Partners LLC (the “Issuer”)
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Item
1(b).
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Address
of Issuer’s Principal Executive Offices:
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111
Market Place
Baltimore,
MD 21202
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Item
2(a).
|
Name
of Person Filing
|
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Item
2(b).
|
Address
of Principal Business Office or, if None, Residence
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Item
2(c).
|
Citizenship
|
|
GPS
Partners LLC (“GPS”)
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
|
|
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Brett
S. Messing (“Mr. Messing” and, together with GPS, “Reporting
Persons”)
2120
Colorado Ave. Suite 250
Santa
Monica, CA 90404
United
States
|
This
Statement relates to Units held for the account of certain advisory clients of
GPS. GPS serves as investment manager and general partner to certain
funds and managed accounts. In such capacity, GPS may be deemed to
have voting and dispositive power over the Units held for such
accounts. Mr. Messing is the Managing Partner of GPS. In such
capacity, Mr. Messing may be deemed to have voting and dispositive power over
the Units held for such accounts.
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Item
2(d).
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Title
of Class of Securities:
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Class
B Units of Members' Equity (the “Units”)
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Item
2(e).
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CUSIP
Number:
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21038E101
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Item
3.
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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:
|
GPS
Partners LLC is an investment advisor in accordance with Section
240.13d-1(b)(1)(ii)(E). Brett S. Messing is a control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
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Item
4.
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Ownership:
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Item
4(a)
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Amount
Beneficially
Owned:
|
|
As
of December 31, 2008, the Reporting Persons beneficially owned 1,778,732
Units.
|
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Item
4(b)
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Percent
of Class:
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Page 5
of 8 Pages
As per
the information provided by the Issuer in its Form 10-Q for the quarterly period
ending September 30, 2008, as of November 1, 2008, the Issuer had 21,938,342
Units outstanding. The number of Units of which each of GPS and
Mr. Messing may be deemed to be the beneficial owner constitutes approximately
8.1% of the total number of Units outstanding (i.e., 1,778,732 Units divided by
21,938,342 total Units outstanding).
| Item 4(c) |
Number of Shares of which such person
has:
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GPS and Mr. Messing:
|
|
|
(i)
Sole power to vote or direct the vote:
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1,778,732
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(ii)
Shared power to vote or direct the vote:
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0
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(iii)
Sole power to dispose or direct the disposition of:
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1,778,732
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(iv)
Shared power to dispose or direct the disposition of:
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0
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Item
5.
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Ownership
of Five Percent or Less of a Class:
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[
]
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Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person:
|
GPS
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.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
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Not
applicable.
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Item
8.
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Identification
and Classification of Members of the Group:
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Not
applicable.
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Item
9.
|
Notice
of Dissolution of Group:
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Not
applicable.
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Item
10.
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Certification:
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By
signing below each of the Reporting Persons certifies that, to the best of his,
her or its 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.
STATEMENT
OF CONTROL PERSON
The
Statement on this Schedule 13G dated January 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 the control person (HC) of GPS.
GPS files
this Statement on Schedule 13G in accordance with the provisions of Rule
13d-1(b) and Rule 13d-1(k), respectively, as a registered investment advisor
(IA).
Page 6 of 8 Pages
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:
January 9, 2009
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GPS
Partners LLC
|
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By:
/s/ Brett S.
Messing
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Name:
Brett S. Messing
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Title: Managing
Partner
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By:
/s/ Steven A.
Sugarman
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Name:
Steven A. Sugarman
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Title: Partner
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Date: January 9,
2009
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Brett
S. Messing
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/s/ Brett S. Messing
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Page 7 of 8 Pages
EXHIBIT
INDEX
|
Ex.
|
Page No.
|
|
|
A
|
Joint
Filing Agreement, dated January 9, 2009 by and among GPS Partners LLC and
Brett S. Messing
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8
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Page 8 of 8 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the Statement on this Schedule 13G, dated January
9, 2009 (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.
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Date:
January 9, 2009
|
GPS
PARTNERS LLC
|
|
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By:
/s/ Brett S.
Messing
|
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Name:
Brett S. Messing
|
||
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Title: Managing
Partner
|
||
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By:
/s/ Steven A.
Sugarman
|
||
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Name:
Steven A. Sugarman
|
||
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Title: Partner
|
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Date: January 9,
2009
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BRETT
S. MESSING
|
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/s/ Brett S.
Messing
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