Freestone Capital Management LLC: Form SC 13G - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

 

FALCON MINERALS CORPORATION

(Name of Issuer)

Class A Common Stock
(Title of Class of Securities)

30607B109
(CUSIP Number)

March 9, 2020

(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. 30607B109

1. Name of Reporting Persons.
Freestone Investments LLC
2.

Check the Appropriate Box if a Member of a Group

        (a) /      /

        (b) /     /

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:

Washington

Number of

Shares
Beneficially
Owned By
Each
Reporting
Person
With:

5.

Sole Voting Power:

0

6.

Shared Voting Power:

2,359,164

7.

Sole Dispositive Power:

0

8.

Shared Dispositive Power:

2,359,164

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,359,164

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares             

                                                                                                                                                                                                                         /   /

11.

Percent of Class Represented by Amount in Row (9):

5.1%

12.

Type of Reporting Person:

OO

 


CUSIP No. 30607B109

 1.

Name of Reporting Persons.

Freestone Capital Management, 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

Shares
Beneficially
Owned By
Each
Reporting
Person
With:

 5.

Sole Voting Power:

0

 6.

Shared Voting Power:   

2,359,464

 7.

Sole Dispositive Power:

0

 8.

Shared Dispositive Power:   

2,359,464

 9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

2,359,464

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

                                                                                                                                                                       /   /

11.

Percent of Class Represented by Amount in Row (9):

5.1%

12.

Type of Reporting Person:

IA

 


CUSIP No. 30607B109

1.

Name of Reporting Persons.

Gary Furukawa

2.

Check the Appropriate Box if a Member of a Group

        (a) /      /

        (b) /     /

3.

SEC Use Only

 

4.

Citizenship or Place of Organization:

United States of America

Number of

Shares
Beneficially
Owned By
Each
Reporting
Person
With:

5.

Sole Voting Power:

1,109,861

6.

Shared Voting Power:   

2,359,464

7.

Sole Dispositive Power:

1,109,861

8.

Shared Dispositive Power:    

2,359,464

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:

3,469,325

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares 

                                                                                                                                                                       /   /

11.

Percent of Class Represented by Amount in Row (9):

7.6%

12.

Type of Reporting Person:

IN

 


Item 1(a). Name of Issuer:

The name of the issuer is Falcon Minerals Corporation (the "Issuer").

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

The principal executive offices of the Issuer are located at 510 Madison Avenue, 8th Floor, New York, New York 10022.

Item 2(a). Names of Persons Filing:

This Schedule 13G is hereby filed by the persons set forth below.

Freestone Investments LLC

Freestone Capital Management, LLC

Gary Furukawa

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

The address of the principal business office for each Reporting Person is set forth below.

Freestone Investments LLC: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Freestone Capital Management, LLC: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Gary Furukawa: 701 Fifth Avenue, Suite 74000, Seattle, Washington 98104

Item 2(c). Citizenship:

Freestone Investments LLC is a Washington limited liability company.

Freestone Capital Management, LLC is a Delaware limited liability company.

Gary Furukawa is a citizen of the United States of America.

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

This statement relates to the Class A Common Stock of the Issuer.

Item 2(e). CUSIP Number:

The CUSIP number of the Securities is 30607B109.

Item 3. If this statement is filed pursuant to Sections 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 section 240.13d-1(b)(1)(ii)(E).

(f) / / An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).


(g) / / A parent holding company or control person in accordance with section 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 section 240.13d-1(b)(1)(ii)(K).

Item 4. Ownership.

Ownership is incorporated by reference to items 5-9 and 11 of the cover page of each Reporting Person.

Freestone Investments LLC ("FI") is the general partner of Freestone Advantage Partners III LP (the "Fund"). The number of shares of Class A Common Stock beneficially owned by FI is comprised of 2,359,164 shares held directly by the Fund.

Freestone Capital Management, LLC ("FCM") is the Fund's investment manager, as well as a managed account that own shares of Class A Common Stock.  The number of shares of Class A Common Stock beneficially owned by FCM is comprised of 2,359,164 shares held directly by the Fund and 300 shares held in a managed account (other than in respect of Gary Furukawa personally).

The number of shares of Class A Common Stock beneficially owned by Gary Furukawa is comprised of shares held directly by Mr. Furukawa and his spouse and shares held directly by an estate planning vehicle indirectly controlled by Mr. Furukawa and his spouse.

The percentage disclosed in item 11 of the cover page of each Reporting Person

is calculated based upon 45,950,716 shares of Class A Common Stock reported to be outstanding as of November 6, 2019 by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2019 and filed with the Securities and Exchange Commission on November 8, 2019.

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 / /

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

Freestone Capital Holdings, LLC ("FCH"), directly or indirectly, owns all of the equity of Freestone Investments LLC and Freestone Capital Management, LLC, and could be deemed to be the beneficial owner of all of the reported securities.  Each of Gary Furukawa and Erik Morgan (collectively, the "Directors") are members of FCH's board of directors. Each of FCH and each of the Directors expressly declares that the filing of this statement on Schedule 13G shall not be construed as an admission that they are, for the purpose of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, beneficial owners of the Securities.

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.

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.


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: March 18, 2020
   
  Freestone Investments, LLC
     
  By: /s/ Scott W. Akins
    Scott W. Akins
    General Counsel & Chief Compliance Officer
     
  Freestone Capital Management, LLC
     
  By: /s/ Scott W. Akins
    Scott W. Akins
    General Counsel & Chief Compliance Officer
   
  /s/ Gary I. Furukawa

 


EXHIBIT 1

JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is, and all subsequent amendments thereto shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) of Regulation 13D of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.


  DATED: March 18, 2020
   
  Freestone Investments, LLC
     
  By: /s/ Scott W. Akins
    Scott W. Akins
    General Counsel & Chief Compliance Officer
     
  Freestone Capital Management, LLC
     
  By: /s/ Scott W. Akins
    Scott W. Akins
    General Counsel & Chief Compliance Officer
   
  /s/ Gary I. Furukawa