UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Delek US Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
246647101
(CUSIP Number)
A. Patrick Busby, Executive Vice President and Chief Financial Officer
Ergon, Inc., Post Office Box 1639, Jackson, Mississippi 39215-1639
Telephone: (601) 933-3314
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 2012
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 246647101 | 13G | Page 2 of 5 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ergon, Inc. | |||||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨
| |||||
3. | SEC USE ONLY
| |||||
4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Mississippi | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
600,000 | ||||
6. | SHARED VOTING POWER
0 | |||||
7. | SOLE DISPOSITIVE POWER
600,000 | |||||
8. | SHARED DISPOSITIVE POWER
0 | |||||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
600,000 shares of common stock | |||||
10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
¨ | |||||
11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% 1 | |||||
12. | TYPE OF REPORTING PERSON (see instructions)
CO |
1 | Based on 59,498,411 shares of common stock of the Issuer, as of November 2, 2012, reported in the Issuers 10-Q for the quarterly period ended September 30, 2012. |
CUSIP No. 246647101 |
13G | Page 3 of 5 Pages |
Item 1.
(a) |
Name of Issuer
Delek US Holdings, Inc. | |
(b) |
Address of Issuers Principal Executive Offices
7102 Commerce Way, Brentwood, Tennessee 37027 |
Item 2.
(a) |
Name of Person Filing
Ergon, Inc. (Ergon) | |
(b) |
Address of the Principal Office or, if none, residence
2829 Lakeland Drive, Suite 2000, Jackson, Mississippi 39232 | |
(c) |
Citizenship
Ergon is organized under the laws of the State of Mississippi | |
(d) |
Title of Class of Securities
Common Stock, $0.01 par value | |
(e) |
CUSIP Number
246647101 |
Item 3. 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:
(a) |
¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b) |
¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c) |
¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d) |
¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e) |
¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
(f) |
¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
(g) |
¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
(h) |
¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
(i) |
¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
(j) |
¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
CUSIP No. 246647101 |
13G | Page 4 of 5 Pages |
Item 4. Ownership.
Set forth below is information regarding the aggregate number and percentage of shares of common stock of the Issuer that is beneficially owned by Ergon as of December 31, 2012. All percentages reported in this statement on Schedule 13G/A have been calculated based on 59,498,411 shares of common stock of the Issuer as of November 2, 2012 and reported in the Issuers 10-Q for the quarterly period ended September 30, 2012.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) |
Amount beneficially owned: 600,000 | |||
(b) |
Percent of class: 1.0% | |||
(c) |
Number of shares as to which the person has: | |||
(i) | Sole power to vote or to direct the vote 600,000. | |||
(ii) | Shared power to vote or to direct the vote 0. | |||
(iii) | Sole power to dispose or to direct the disposition of 600,000. | |||
(iv) | Shared power to dispose or to direct the disposition of 0. |
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
CUSIP No. 246647101 |
13G | Page 5 of 5 Pages |
Item 10. Certification.
(a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
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.
(b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
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.
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.
01/14/2013 |
Date |
/s/ A. Patrick Busby |
Signature |
A. Patrick Busby |
Name |
Executive Vice President and Chief Financial Officer |
Name/Title |