STAR GROUP, L.P. — Major Shareholding Notification 2011

Feb 10, 2011

SC 13G/A 1 v210613_sc13ga.htm SC 13G/A Licensed to: Vintage Filings Document Created using EDGARizer 4.0.6.4 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Star Gas Partners, L.P.

(Name of Issuer)

Common Units

(Title of Class of Securities)

85512C105

(CUSIP Number)

December 31, 2010

(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 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 disclosures 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 that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP
No.
85512C105 Schedule
13G — 1)
NAMES OF REPORTING PERSONS | | Bandera Partners LLC |
| --- | --- | --- |
| 2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | | |
| | | (a) ¨ |
| | | (b) x |
| 3)
SEC USE ONLY | | |
| 4)
CITIZENSHIP OR PLACE OF ORGANIZATION | | Delaware |
| NUMBER
OF | 5) SOLE
VOTING POWER | 8,573,509 |
| SHARES | | |
| BENEFICIALLY | 6) SHARED
VOTING POWER | 0 |
| OWNED
BY | | |
| EACH | 7) SOLE
DISPOSITIVE POWER | 8,573,509 |
| REPORTING | | |
| PERSON
WITH | 8)
SHARED DISPOSITIVE POWER | 0 |
| 9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | | 8,573,509 |
| 10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | ¨ |
| 11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | 12.8% |
| 12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | OO |

Page 2 of 14 Pages

| CUSIP
No.
85512C105 Schedule
13G — 1)
NAMES OF REPORTING PERSONS | | Gregory Bylinsky |
| --- | --- | --- |
| 2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | | |
| | | (a) ¨ |
| | | (b) x |
| 3)
SEC USE ONLY | | |
| 4)
CITIZENSHIP OR PLACE OF ORGANIZATION | | United
States |
| NUMBER
OF | 5) SOLE
VOTING POWER | 0 |
| SHARES | | |
| BENEFICIALLY | 6) SHARED
VOTING POWER | 8,573,509 |
| OWNED
BY | | |
| EACH | 7) SOLE
DISPOSITIVE POWER | 0 |
| REPORTING | | |
| PERSON
WITH | 8)
SHARED DISPOSITIVE POWER | 8,573,509 |
| 9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | | 8,573,509 |
| 10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | ¨ |
| 11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | 12.8% |
| 12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | IN |

Page 3 of 14 Pages

| CUSIP
No.
85512C105 Schedule
13G — 1)
NAMES OF REPORTING PERSONS | | Jefferson
Gramm |
| --- | --- | --- |
| 2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | | |
| | | (a) ¨ |
| | | (b) x |
| 3)
SEC USE ONLY | | |
| 4)
CITIZENSHIP OR PLACE OF ORGANIZATION | | United
States |
| NUMBER
OF | 5) SOLE
VOTING POWER | 0 |
| SHARES | | |
| BENEFICIALLY | 6) SHARED
VOTING POWER | 8,573,509 |
| OWNED
BY | | |
| EACH | 7) SOLE
DISPOSITIVE POWER | 0 |
| REPORTING | | |
| PERSON
WITH | 8)
SHARED DISPOSITIVE POWER | 8,573,509 |
| 9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | | 8,573,509 |
| 10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | ¨ |
| 11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | 12.8% |
| 12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | IN |

Page 4 of 14 Pages

| CUSIP
No.
85512C105 Schedule
13G — 1)
NAMES OF REPORTING PERSONS | | Andrew
Shpiz |
| --- | --- | --- |
| 2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | | |
| | | (a) ¨ |
| | | (b) x |
| 3)
SEC USE ONLY | | |
| 4)
CITIZENSHIP OR PLACE OF ORGANIZATION | | United
States |
| NUMBER
OF | 5) SOLE
VOTING POWER | 4,000 |
| SHARES | | |
| BENEFICIALLY | 6) SHARED
VOTING POWER | 8,573,509 |
| OWNED
BY | | |
| EACH | 7) SOLE
DISPOSITIVE POWER | 4,000 |
| REPORTING | | |
| PERSON
WITH | 8)
SHARED DISPOSITIVE POWER | 8,573,509 |
| 9)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON | | 8,577,509 |
| 10)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS) | | ¨ |
| 11)
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | | 12.8% |
| 12)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | IN |

Page 5 of 14 Pages

Item 1(a).	Name of Issuer:
Item
1(b).	Address
of Issuer’s Principal Executive Offices:
	2187
Atlantic Street
	Stamford, Connecticut 06902
Item
2(a).	Name
of Person Filing:
	This
Schedule is being filed jointly by the following reporting persons
(hereinafter sometimes collectively referred to as the “Reporting
Persons”) pursuant to an Agreement of Joint Filing attached as Exhibit A
to the Amendment to Schedule 13G filed with the Securities and Exchange
Commission on February 8, 2010:
	(i)
Bandera Partners LLC, a Delaware limited liability company (“Bandera
Partners”);
	(ii) Gregory
Bylinsky;
	(iii) Jefferson
Gramm; and
	(iv) Andrew
Shpiz.
	Bandera
Partners, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz are filing this Schedule
with respect to 8,573,509 Common Units (the “Master Fund’s Shares”)
directly owned by Bandera Master Fund L.P., a Cayman Islands exempted
limited partnership (“Bandera Master Fund”). In addition, Mr.
Shpiz is filing this Schedule with respect to 4,000 Common Units directly
owned by Mr. Shpiz.
	Bandera
Partners is the investment manager of Bandera Master Fund and may be
deemed to have beneficial ownership over the Master Fund’s Shares by
virtue of the sole and exclusive authority granted to Bandera Partners by
Bandera Master Fund to vote and dispose of the Master Fund’s
Shares.
	Mr.
Bylinsky, Mr. Gramm and Mr. Shpiz are Managing Partners, Managing
Directors and Portfolio Managers of Bandera Partners.

Page 6 of 14 Pages

| Item
2(b). | Address
of Principal Business Office or, if None, Residence: |
| --- | --- |
| | The
principal business office address of each of Bandera Partners, Gregory
Bylinsky, Jefferson Gramm and Andrew Shpiz is: |
| | 50
Broad Street, Suite 1820 |
| | New
York, New York 10004 |
| Item
2(c). | Citizenship: |
| | The
place of organization or citizenship of each of the Reporting Persons is
as
follows: |

| Name of Reporting Person | Place of
Organization/Citizenship |
| --- | --- |
| Bandera
Partners LLC | Delaware |
| Gregory
Bylinsky | United
States |
| Jefferson
Gramm | United
States |
| Andrew
Shpiz | United
States |

| Item
2(d). | Title
of Class of Securities: | Common
Units |
| --- | --- | --- |
| Item
2(e). | CUSIP
Number: | 85512C105 |
| Item
3. | If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a: | |
| | Not
Applicable. | |

Page 7 of 14 Pages

| Item
4. |
| --- |
| Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1. |

(i) Bandera Partners LLC

| (a)
Amount beneficially owned: | 8,573,509 |
| --- | --- |
| (b)
Percent of class: | 12.8 % |
| (c)
Number of shares as to which the person has: | |
| (i)
Sole power to vote or to direct the vote | 8,573,509 |
| (ii)
Shared power to vote or to direct the vote | 0 |
| (iii)
Sole power to dispose or to direct the disposition of | 8,573,509 |
| (iv)
Shared power to dispose or to direct the disposition of | 0 |

(ii) Gregory Bylinsky

| (a)
Amount beneficially owned: | 8,573,509 |
| --- | --- |
| (b)
Percent of class: | 12.8 % |
| (c)
Number of shares as to which the person has: | |
| (i)
Sole power to vote or to direct the vote | 0 |
| (ii)
Shared power to vote or to direct the vote | 8,573,509 |
| (iii)
Sole power to dispose or to direct the disposition of | 0 |
| (iv)
Shared power to dispose or to direct the disposition of | 8,573,509 |

(iii) Jefferson Gramm

| (a)
Amount beneficially owned: | 8,573,509 |
| --- | --- |
| (b)
Percent of class: | 12.8 % |
| (c)
Number of shares as to which the person has: | |

Page 8 of 14 Pages

| (i)
Sole power to vote or to direct the vote | 0 |
| --- | --- |
| (ii)
Shared power to vote or to direct the vote | 8,573,509 |
| (iii)
Sole power to dispose or to direct the disposition of | 0 |
| (iv)
Shared power to dispose or to direct the disposition of | 8,573,509 |

(iv) Andrew Shpiz

| (a)
Amount beneficially owned: | 8,577,509 |
| --- | --- |
| (b)
Percent of class: | 12.8 % |
| (c)
Number of shares as to which the person has: | |
| (i)
Sole power to vote or to direct the vote | 4,000 |
| (ii)
Shared power to vote or to direct the vote | 8,573,509 |
| (iii)
Sole power to dispose or to direct the disposition of | 4,000 |
| (iv)
Shared power to dispose or to direct the disposition of | 8,573,509 |

The number of shares (i.e., Common Units) beneficially owned and the percentage of outstanding shares represented thereby for each Reporting Person have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The percentages of ownership described above are based on 67,077,553 Common Units issued and outstanding as of November 30, 2010, as reported in the issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2010.

| Item
5. |
| --- |
| 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. |

o

| Item
6. |
| --- |
| The
right to receive dividends from, or the proceeds from the sale of, the
Master Fund’s Shares is held by Bandera Master Fund, a private investment
fund for which Bandera Partners serves as investment
manager. Bandera Partners, Mr. Bylinsky, Mr. Gramm and Mr.
Shpiz disclaim beneficial ownership of the Master Fund’s Shares reported
in this statement pursuant to Rule 13d-4 under the
Securities Exchange Act of 1934, as
amended. |

Page 9 of 14 Pages

| 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. |

Page 10 of 14 Pages

| Item
10. |
| --- |
| 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. |

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to it is true, complete and correct.

Dated: February 10, 2011

| BANDERA
PARTNERS LLC | |
| --- | --- |
| By: | /s/ Gregory Bylinsky |
| | Gregory
Bylinsky |
| | Managing
Director |

Page 11 of 14 Pages

| Item
10. |
| --- |
| 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. |

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated: February 10, 2011

/s/ Gregory Bylinsky
Gregory
Bylinsky

Page 12 of 14 Pages

| Item
10. |
| --- |
| 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. |

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated: February 10, 2011

/s/ Jefferson Gramm
Jefferson
Gramm

Page 13 of 14 Pages

| Item
10. |
| --- |
| 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. |

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that the information set forth in this statement with respect to him is true, complete and correct.

Dated: February 10, 2011

/s/ Andrew Shpiz
Andrew
Shpiz

Page 14 of 14 Pages