SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

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)

 

Primoris Services Corporation

(Name of Issuer)

Common Stock $0.0001 Par Value

(Title of Class of Securities)

762014207

(CUSIP Number)

December 31, 2008

(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)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(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 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. 762014207

 

 

1.

Name of Reporting Persons
David M. Knott
I.R.S. Identification No. of Above Persons (Entities Only)

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

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:
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 Box 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*
IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

2


 

CUSIP No. 762014207

 

 

1.

Name of Reporting Persons
Dorset Management Corporation
I.R.S. Identification No. of Above Persons (Entities Only)

 11-2873658

 

 

2.

Check the Appropriate Box if a Member of a Group*

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
New York

 

 

 

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 Box 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

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

3


 

Item 1(a)

 

Name of Issuer:
Primoris Services Corporation (formerly, Rhapsody Acquisition Corp.)

Item 1(b)

 

Address of Issuer’s Principal Executive Offices:
26000 Commercentre Dr.
Lake Forest, CA 92630

 

Item 2(a)

 

Name of Person(s) Filing:

Item 2(b)

 

Address of Principal Business Office or, if none, Residence:

Item 2(c)

 

Citizenship or Place of Organization

Item 2(d)

 

Title of Class of Securities:

Item 2(e)

 

CUSIP Number:

 

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:

 

(a)

o

Broker or dealer registered under section 15 of the Exchange Act;

 

(b)

o

Bank as defined in section 3(a)(6) of the Exchange Act;

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Exchange Act;

 

(d)

o

Investment company registered under section 8 of the Investment Company Act;

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan, or endowment fund in accordance with rule 13d-1(b)(l)(ii)(F);

 

(g)

o

A parent holding company, or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(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;

 

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

4


 

Item 4

Ownership:

 

Item 5

Ownership of Five Percent or Less of a Class

 

This statement also reflects the fact that as of the date hereof the following reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, as reported on Rows 5 through 9 and 11 on pages 2-3:

 

David M. Knott and Dorset Management Corporation.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

N/A

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

 

Item 8

Identification and Classification of Members of the Group

 

 

Item 9

Notice of Dissolution of Group

 

5


 

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.

 

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.

 

 

February 12, 2009

 

Date

 


/s/ David M. Knott

 

David M. Knott

 

 

 

DORSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

  /s/ David M. Knott

 

        David M. Knott, President

 

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