Vitesse Energy, Inc.
A US oil and gas company that owns minority stakes in thousands of oil and natural gas wells across the Williston Basin's Bakken and Three Forks formations in North Dakota and Montana, while other operators handle the drilling and day-to-day work. Founded in 2013 by energy executive Bob Gerrity, it became an independent public company in 2023 when it was spun off from Jefferies Financial Group. Its name comes from the French word for "speed," and its small team manages its huge well portfolio with a proprietary data system called Luminis.
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.
The disclosure in Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 7, 2025, Vitesse and Lucero Energy Corp., a corporation existing under the laws of the Province of Alberta, Canada ("Lucero"), completed the previously announced transaction pursuant to the Arrangement Agreement, dated December 15, 2024 (the "Arrangement Agreement"), between Vitesse and Lucero. In connection with the Arrangement Agreement, Vitesse and Lucero effected an arrangement (the "Arrangement") pursuant to, among other provisions, section 193 of the Business Corporations Act (Alberta) (the "ABCA"), and a plan of arrangement (as amended from time to time in accordance with the Arrangement Agreement, the "Plan of Arrangement"). In accordance with the ABCA and the Plan of Arrangement, (i) Vitesse acquired all of the issued and outstanding voting common shares (the "Lucero Shares") of Lucero in exchange for the issuance of Vitesse Common Stock and (ii) each Lucero Share issued and outstanding immediately prior to the effective time of the Arrangement (other than Lucero Shares with respect to which dissenters' rights have been validly exercised and not validly withdrawn) will be transferred by such shareholder to Vitesse in exchange for 0.01239 of a share of Vitesse Common Stock, as may be adjusted pursuant to the Plan of Arrangement. Following the completion of the Arrangement, the number of outstanding shares of Vitesse Common Stock increased by 8,169,368 shares to 38,578,409 outstanding shares of Vitesse Common Stock, and, accordingly, the Reporting Person's percentage beneficial ownership decreased proportionately. The foregoing summary description of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Vitesse with the Securities and Exchange Commission on December 19, 2024, and is incorporated by reference into this Item 4.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| BlackRock, Inc. | 13G/APassive | 5% | 1.95M | Apr 17, 2025 |
| FR XIII PetroShale Holdings L.P. | 13DActivist | 7.6% | 2.91M | Mar 14, 2025 |
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. | ||||
| FR XIII PetroShale Holdings GP, LLC | 13DActivist | 7.6% | 2.91M | Mar 14, 2025 |
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. | ||||
| FR XIII Charlie AIV, L.P. | 13DActivist | 7.6% | 2.91M | Mar 14, 2025 |
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. | ||||
| First Reserve GP XIII, L.P. | 13DActivist | 7.6% | 2.91M | Mar 14, 2025 |
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. | ||||
| First Reserve GP XIII Limited | 13DActivist | 7.6% | 2.91M | Mar 14, 2025 |
The information set forth in or incorporated by reference in Items 3, 5 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Common Stock in connection with the Closing. Except as described in this Schedule 13D, each of the Reporting Persons reports that neither it nor, to its knowledge, any of the other persons named in Item 2 of this Schedule 13D, currently has any plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. Although no Reporting Person currently has any specific plan or proposal to acquire or dispose of the Common Stock or any securities exercisable for or convertible into Common Stock, each Reporting Person, consistent with its investment purpose, at any time and from time to time may directly or indirectly acquire additional Common Stock or any securities exercisable for or convertible into Common Stock or dispose of any or all of Common Stock or any securities exercisable for or convertible into Common Stock (including, without limitation, distributing some or all of such securities to such Reporting Person's members, partners, stockholders or beneficiaries, as applicable), depending upon an ongoing evaluation of its investment in such securities, applicable legal and/or contractual restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Person and/or other investment considerations. In addition, First Reserve XIII, in its respective capacity as a shareholder of the Issuer, First Reserve GP in its capacity as general partner of First Reserve XIII, Charlie AIV in its capacity as sole and managing member of First Reserve GP, XIII GP in its capacity as the general partner of Charlie AIV, and XIII Limited, on behalf of XIII GP as its general partner, may engage in communications with one or more other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. Each of the Reporting Persons, in such capacities, may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D. Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed on Schedule I attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer as a means of enhancing stockholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D. | ||||
| Joseph S. Steinberg | 13D/AActivist | 7.4% | 2.86M | Mar 11, 2025 |
The disclosure in Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On March 7, 2025, Vitesse and Lucero Energy Corp., a corporation existing under the laws of the Province of Alberta, Canada ("Lucero"), completed the previously announced transaction pursuant to the Arrangement Agreement, dated December 15, 2024 (the "Arrangement Agreement"), between Vitesse and Lucero. In connection with the Arrangement Agreement, Vitesse and Lucero effected an arrangement (the "Arrangement") pursuant to, among other provisions, section 193 of the Business Corporations Act (Alberta) (the "ABCA"), and a plan of arrangement (as amended from time to time in accordance with the Arrangement Agreement, the "Plan of Arrangement"). In accordance with the ABCA and the Plan of Arrangement, (i) Vitesse acquired all of the issued and outstanding voting common shares (the "Lucero Shares") of Lucero in exchange for the issuance of Vitesse Common Stock and (ii) each Lucero Share issued and outstanding immediately prior to the effective time of the Arrangement (other than Lucero Shares with respect to which dissenters' rights have been validly exercised and not validly withdrawn) will be transferred by such shareholder to Vitesse in exchange for 0.01239 of a share of Vitesse Common Stock, as may be adjusted pursuant to the Plan of Arrangement. Following the completion of the Arrangement, the number of outstanding shares of Vitesse Common Stock increased by 8,169,368 shares to 38,578,409 outstanding shares of Vitesse Common Stock, and, accordingly, the Reporting Person's percentage beneficial ownership decreased proportionately. The foregoing summary description of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Vitesse with the Securities and Exchange Commission on December 19, 2024, and is incorporated by reference into this Item 4. | ||||