California Resources Corp — Major Shareholding Notification 2021

Apr 19, 2021

SC 13G/A 1 sc13ga212827002_04162021.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2) 1

California Resources Corporation
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

13057Q305
(CUSIP Number)

April 14, 2021
(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)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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1 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 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 ).

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	JB Investors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Nevada
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		6,728,078 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		6,728,078 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,728,078 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.08%
12	TYPE OF REPORTING PERSON
	PN

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	Solar Projects LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		7,528,078 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		7,528,078 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,528,078 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.04%
12	TYPE OF REPORTING PERSON
	PN

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	Solar Trust No. 2
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		7,528,078 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		7,528,078 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,528,078 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.04%
12	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	Comeg Trust LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		21,362 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		21,362 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,362 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Less than 1%
12	TYPE OF REPORTING PERSON
	PN

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	Comeg Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		21,362 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0
	8	SHARED DISPOSITIVE POWER
		21,362 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	21,362 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	Less than 1%
12	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 13057Q305

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	NAME OF REPORTING PERSON
	Daniel Scott Gimbel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒
		(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		5,000 shares of Common Stock*
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		7,549,440 shares of Common Stock
PERSON WITH	7	SOLE DISPOSITIVE POWER
		5,000 shares of Common Stock*
	8	SHARED DISPOSITIVE POWER
		7,549,440 shares of Common Stock
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,554,440 shares of Common Stock
10	CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.07%
12	TYPE OF REPORTING PERSON
	IN

• These shares are held in Mr. Gimbel’s individual retirement account.

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CUSIP No. 13057Q305

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Item 1(a). Name of Issuer:

California Resources Corporation, a Delaware corporation (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices:

27200 Tourney Road Suite 200 Santa Clarita, California 91355

Item 2(a). Name of Person Filing

Item 2(b). Address of Principal Business Office or, if None, Residence

Item 2(c). Citizenship

JB Investors, LLC (“JB Investors”)

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: Nevada

Solar Projects LLC (“Solar Projects”)

c/o JB Investors, LLC

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: Delaware

Solar Trust No. 2 (“Solar Trust”)

c/o JB Investors, LLC

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: Delaware

Comeg Trust LLC (“Comeg LLC”)

c/o JB Investors, LLC

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: Delaware

Comeg Trust (“Comeg Trust”)

c/o JB Investors, LLC

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: Delaware

Daniel Scott Gimbel

c/o JB Investors, LLC

100 West Liberty Street, Tenth Floor

Reno, Nevada 89501

Citizenship: USA

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

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Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Common Stock”).

Item 2(e). CUSIP Number:

13057Q305

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	/x/	Not applicable.
(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
(j)	/ /	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
		If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership

(a) Amount beneficially owned:

As of the close of business on April 14, 2021, (i) JB Investors beneficially owned 6,728,078 shares of Common Stock, (ii) Solar Projects beneficially owned 800,000 shares of Common Stock, (iii) Comeg LLC beneficially owned 21,362 shares of Common Stock, and (iv) Mr. Gimbel beneficially owned 5,000 shares of Common Stock through his individual retirement account.

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Solar Projects, as the controlling member of JB Investors, may be deemed to beneficially own the 6,728,078 shares of Common Stock beneficially owned by JB Investors.

Solar Trust, as the sole member of Solar Projects, may be deemed to beneficially own the 800,000 shares of Common Stock beneficially owned by Solar Projects and the 6,728,078 shares of Common Stock beneficially owned by JB Investors.

Comeg Trust, as the controlling member of Comeg LLC, may be deemed to beneficially own the 21,362 shares of Common Stock beneficially owned by Comeg LLC.

Mr. Gimbel, as the manager of JB Investors and the trustee of Solar Trust, may be deemed to beneficially own the 800,000 shares of Common Stock beneficially owned by Solar Projects and the 6,728,078 shares of Common Stock beneficially owned by JB Investors, and, as the manager of Comeg LLC and the trustee of Comeg Trust, may be deemed to beneficially own the 21,362 shares of Common Stock beneficially owned by Comeg LLC.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Solar Projects, Solar Trust and Mr. Gimbel disclaims beneficial ownership of the shares of Common Stock beneficially owned by JB Investors. Each of Solar Trust and Mr. Gimbel disclaims beneficial ownership of the shares of Common Stock beneficially owned by Solar Projects. Each of Comeg Trust and Mr. Gimbel disclaims beneficial ownership of the shares of Common Stock beneficially owned by Comeg LLC. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

(b) Percent of class:

The following percentages are based on 83,319,660 shares of Common Stock outstanding as of March 15, 2021, as represented in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 30, 2021.

As of the close of business on April 14, 2021, (i) JB Investors beneficially owned approximately 8.08% of the outstanding shares of Common Stock, (ii) each of Solar Projects and Solar Trust may be deemed to beneficially own approximately 9.04% of the outstanding shares of Common Stock, (iii) Comeg LLC beneficially owned and Comeg Trust may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, and (iv) Mr. Gimbel may be deemed to beneficially own 9.07% of the outstanding shares of Common Stock.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii) Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

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(iv) Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Solar Projects, Solar Trust and Mr. Gimbel may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by JB Investors. Solar Trust and Mr. Gimbel may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Solar Projects. Comeg Trust and Mr. Gimbel may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Comeg LLC.

Item 7. Identification and Classification of the Subsidiary That 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.

See Exhibit 99.1.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below each of the undersigned certifies that, to the best of its 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.

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SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 19, 2021

JB INVESTORS, LLC
By:	/s/ Daniel Scott Gimbel
	Name: Daniel Scott Gimbel
	Title: Manager
SOLAR PROJECTS LLC
By:	/s/ Daniel Scott Gimbel
	Name: Daniel Scott Gimbel
	Title: Manager
SOLAR TRUST NO. 2
By:	/s/ Daniel Scott Gimbel
	Name: Daniel Scott Gimbel
	Title: Trustee
COMEG TRUST LLC
By:	/s/ Daniel Scott Gimbel
	Name: Daniel Scott Gimbel
	Title: Manager
COMEG TRUST
By:	/s/ Daniel Scott Gimbel
	Name: Daniel Scott Gimbel
	Title: Trustee
/s/ Daniel Scott Gimbel
DANIEL SCOTT GIMBEL

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