North American Construction Group Ltd.

Major Shareholding Notification • Feb 13, 2008

SC 13G/A 1 d53917sc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

North American Energy Partners Inc.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

656844107

(CUSIP Number)

David A. Knight SF Holding Corp. 111 Center Street Little Rock, Arkansas 72201 (501) 377-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2007

(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)

o Rule 13d-1(c)

þ 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 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.	656844107	Page	1	of	7

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephens-NACG 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
	Arkansas
	5	SOLE VOTING POWER
NUMBER OF		-0-
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		-0-
WITH	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 (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

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CUSIP No.	656844107	Page	2	of	7

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SF Holding 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
	Arkansas
	5	SOLE VOTING POWER
NUMBER OF		19,740
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		-0-
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		19,740
WITH	8	SHARED DISPOSITIVE POWER
		-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	19,740
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

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CUSIP No.	656844107	Page	3	of	7

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Warren A. Stephens
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
	United States
	5	SOLE VOTING POWER
NUMBER OF		425,952
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		692,749
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		425,952
WITH	8	SHARED DISPOSITIVE POWER
		692,749
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,118,701
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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CUSIP No.	656844107	Page	4	of	7

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON W.R. Stephens, Jr.
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
	United States
	5	SOLE VOTING POWER
NUMBER OF		182,250
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		151,084
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		182,250
WITH	8	SHARED DISPOSITIVE POWER
		151,084
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	333,334
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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Item 1.
(a)	Name of Issuer:
	North American Energy Partners Inc.
(b)	Address of Issuer’s Principal Executive Offices:
	Zone 3, Acheson Industrial Area
	2-53016 Highway 60
	Acheson, Alberta, T7X 5A7
Item 2.
(a)	Name of Persons Filing:
	Stephens-NACG LLC
	SF Holding Corp.
	Warren A. Stephens
	W.R. Stephens, Jr.
(b)	Address of Principal Business Office or, if none, Residence:
	For Stephens-NACG LLC, SF Holding Corp. and Warren A. Stephens:
	111 Center Street
	Little Rock, Arkansas 72201
	For W.R. Stephens, Jr.:
	100 Morgan Keegan Drive, Suite 500
	Little Rock, Arkansas 72202
(c)	Citizenship:
	Stephens-NACG LLC is an Arkansas limited liability company.
	SF Holding Corp. is an Arkansas corporation.
	Warren A. Stephens and W.R. Stephens, Jr. are United States citizens.
(d)	Title of Class of Securities. Common shares, no par value (the “Common
Shares”)
(e)	CUSIP Number. 656844107

| Item 3. | | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check
whether the filing person is: |
| --- | --- | --- |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S. C. 78o). |

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(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S..C. 78c).
(d)	o	Investment company registered under section 8 of the Investment Company Act
of 1950 (15 U.S.C. 80a-8).
(e)	o	An investment adviser in accordance with § 240.13d-(b)(1)(ii)(E);
(f)	o	An employee benefit plan of endowment fund in accordance with §
240.13d(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)	o	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)	o	Group, in accordance with § 240.13d-(b)(1)(ii)(J).

Item 4.	Ownership
	The information regarding ownership as set forth in Items 5-9 and 11 of Pages 1, 2,
3 and 4 is hereby incorporated by reference.
	As of the date hereof, each of the reporting persons has ceased to be the
beneficial owner of more than five percent of the Common Shares.
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: þ
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.

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Item 9.	Notice of Dissolution of Group
	Not applicable.
Item 10.	Certification
	Not applicable.

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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.

Dated: February 13, 2008

STEPHENS-NACG LLC — By:	SF Holding Corp., its sole manager
	By:	/s/ David A. Knight
		Name: David A. Knight
		Title: Vice President
SF HOLDING CORP.
By:	/s/ David A. Knight
	Name: David A. Knight
	Title: Vice President
WARREN A. STEPHENS
/s/ Warren A. Stephens
W.R. STEPHENS, JR.
/s/ W.R. Stephens, Jr.

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EXHIBIT INDEX

Exhibit 1 – Joint Filing Agreement

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