sc13ga.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13G
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*

GULF COAST ULTRA DEEP ROYALTY TRUST
(Name of Issuer)
 
Royalty Trust Units
(Title of Class of Securities)
40222T104
(CUSIP Number)
 

 
October 27, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 
o
  
Rule 13d-1(b)
 
þ
  
Rule 13d-1(c)
 
o
  
Rule 13d-1(d)
 
*
This Schedule 13G constitutes Amendment No. 2 to the Schedule 13G on behalf of Fortress MK Advisors LLC, FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC (the “Fortress 13G”), and Amendment No. 4 to the Schedule 13G on behalf of Mount Kellett Capital Management LP (the “Mount Kellett 13G”).
 
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 disclosure 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 

CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
Mount Kellett Capital Management LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           o
(b)           þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
IA


 
 
 

CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
Fortress MK Advisors LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           o
(b)           þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
OO
 

 
 
 
 

CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
FIG LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        o
(b)        þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
OO
 

 
 
 

 
CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
Fortress Operating Entity I LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        o
(b)        þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
PN
 

 
 
 

CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
FIG Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        o
(b)        þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
CO

 
 
 
 

CUSIP No.
40222T104
  

1
NAME OF REPORTING PERSON
 
Fortress Investment Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)        o
(b)        þ
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12
TYPE OF REPORTING PERSON
OO

 
 
 
 

 
Item 1(a)
Name of Issuer
 
Gulf Coast Ultra Deep Royalty Trust
 
Item 1(b)
Address of Issuer’s Principal Executive Offices
 
c/o The Bank of New York Mellon Trust Company, N.A., as trustee
Institutional Trust Services
919 Congress Avenue, Suite 500
Austin, Texas 78701
 
Item 2(a)
Name of Person Filing
 
This statement is filed by:

 
(i)
Each of Mount Kellett and Fortress MK, which respectively, through one or more intermediate entities, provide joint investment advisory and other joint services to the Funds and may therefore be deemed to beneficially own the Royalty Trust Units beneficially owned thereby;
 
 
(ii)
FIG is the holder of all of the issued and outstanding interests in Fortress MK and may therefore be deemed to beneficially own the Royalty Trust Units beneficially owned thereby;
 
 
(iii)
FOE I is the holder of all the issued and outstanding interests of FIG and may therefore be deemed to beneficially own the Royalty Trust Units beneficially owned thereby;
 
 
(iv)
FIG Corp. is the general partner of FOE I and may therefore be deemed to beneficially own the Royalty Trust Units beneficially owned thereby; and
 
 
(v)
Fortress is the holder of all the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficially own the Royalty Trust Units beneficially owned thereby.
 
The Joint Filing Agreement among the Reporting Persons to file this Amendment in accordance with Rule 13d-1(k) of the Exchange Act was filed as Exhibit 99.1 to Amendment No. 1 to Schedule 13G, filed August 7, 2015 and is incorporated herein by reference.
 
Item 2(b)
Address of Principal Business Office or, if None, Residence
 
The address of the principal business office of each Reporting Person is:  c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
 
Item 2(c)
Citizenship
 
See Item 4 of each of the cover pages.

 
 
 
 

 
Item 2(d)
Title of Class of Securities
 
Royalty Trust Units
 
Item 2(e)
CUSIP No.
 
40222T104
 
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:
 
Not applicable.
 
Item 4.
Ownership
 
 
(a)
Amount Beneficially Owned:  see Item 9 of each of the cover pages.
 
 
(b)
Percent of Class:  see Item 11 of each of the cover pages.
 
 
(c)
Number of Shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote:  see Item 5 of each of the cover pages.
 
 
(ii)
shared power to vote or to direct the vote:  see Item 6 of each of the cover pages.
 
 
(iii)
sole power to dispose or to direct the disposition of:  see Item 7 of each of the cover pages.
 
 
(iv)
shared power to dispose or to direct the disposition of:  see Item 8 of each of the cover pages.
 
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 5 percent of the class of securities, check the following [X].
 
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 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 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.
 

 
 
 


SIGNATURES
 
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.

Dated:  October 28, 2016

 
MOUNT KELLETT CAPITAL MANAGEMENT LP
  
     
By:
   /s/ Mark McGoldrick  
     
Name:  
 
Mark McGoldrick
  
     
Title:
  
Authorized Signatory
  
             
             
 
FORTRESS MK ADVISORS LLC
  
             
             
     
By:
  
/s/ David N. Brooks
  
     
Name:
  
David N. Brooks
  
     
Title:
  
Authorized Signatory
  
             
             
 
FIG LLC
  
             
             
     
By:
  
/s/ David N. Brooks
  
     
Name:
  
David N. Brooks
  
     
Title:
  
Secretary
  
             
             
 
FORTRESS OPERATING ENTITY I LP
  
 
By: FIG Corp., its sole general partner
  
             
             
     
By:
  
/s/ David N. Brooks
  
     
Name:
  
David N. Brooks
  
     
Title:
  
Secretary
  
             
             
 
FIG CORP.
  
             
             
     
By:
  
/s/ David N. Brooks
  
     
Name:
  
David N. Brooks
  
     
Title:
  
Secretary
  
             
             
 
FORTRESS INVESTMENT GROUP LLC
  
             
             
     
By:
  
/s/ David N. Brooks
  
     
Name:
  
David N. Brooks
  
     
Title:
  
Secretary