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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Orion Marine Group, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
68628V308
(CUSIP Number)
December 31, 2012
(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. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Eubel Brady & Suttman Asset Management, Inc. | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,240,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,240,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.57% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA,CO | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Ronald L. Eubel | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
1,320 | ||||
| 6 | SHARED VOTING POWER
1,274,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
1,320 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,274,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,275,643 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.70% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Mark E. Brady | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,274,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,274,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Robert J. Suttman II | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,274,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,274,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
William E. Hazel | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,274,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,274,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.69% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Kenneth E. Leist | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,240,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,240,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.57% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Paul D. Crichton | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,240,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,240,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.57% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP No. 68628V308 |
| 1 |
NAMES OF REPORTING PERSONS
Scott E. Lundy | |||||
| 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 of America | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
1,240,323 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
1,240,323 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,323 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.57% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
SCHEDULE 13G/A
| Item 1(a) | Name of Issuer. |
Orion Marine Group, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
12000 Aerospace
Suite 300
Houston, TX 77034
| Item 2(a) | Name of Person Filing. |
Eubel Brady & Suttman Asset Management, Inc. (“EBS”)
Ronald L. Eubel*
Mark E. Brady*
Robert J. Suttman II*
William E. Hazel*
Kenneth E. Leist*
Paul D. Crichton*
Scott E. Lundy*
| * | These individuals may, as a result of their ownership in and positions with EBS and other affiliated entities, be deemed to be indirect beneficial owners of the equity securities held by EBS and one affiliated entity, EBS Partners, LP. The filing of this statement shall not be deemed an admission by Ronald L. Eubel, Mark E. Brady, Robert J. Suttman II, William E. Hazel, Kenneth E. Leist, Paul D. Crichton, or Scott E. Lundy that any of them beneficially own the securities for which they report shared dispositive power and shared voting power, regardless of whether they are acting in concert or acting severally. |
| Item 2(b) | Address of Principal Business Office. |
7777 Washington Village Dr. Suite 210
Dayton, Ohio 45459
| Item 2(c) | Place of Organization. |
Eubel Brady & Suttman Asset Management, Inc.
Delware Corporation
Ronald L. Eubel
Mark E. Brady
Robert J. Suttman II
William E. Hazel
Kenneth E. Leist
Paul D. Crichton
Scott E. Lundy
United States Citizens
| Item 2(d) | Title of Class of Securities. |
Common Stock
| Item 2(e) | CUSIP Number. |
68628V308
| Item 3 | Reporting Person. |
An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E)
| Item 4 | Ownership. |
(a) Amount beneficially owned
Eubel Brady & Suttman Asset Management, Inc., 1,240,323 shares. Messrs. Eubel, Brady, Suttman II, and Hazel may, as a result of their ownership in and positions with EBS and one affiliated entity, be deemed to be indirect beneficial owners of 1,274,323 shares held by EBS and one affiliated entity, EBS Partners L.P. Messrs. Leist, Crichton, and Lundy may, as a result of their ownership in and positions with EBS, be deemed to be indirect beneficial owners of 1,240,323 shares. Mr. Eubel is the beneficial owner of an additional 1,320 shares
(b) Percent of class
Eubel Brady & Suttman Asset Management, Inc., Messrs. Leist, Crichton, and Lundy 4.57%
Messrs. Brady, Suttman II, and Hazel 4.69%
Mr. Eubel 4.70%
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or direct the vote |
1,320 (Mr. Eubel)
| (ii) | Shared power to vote or direct the vote |
1,274,323 (Messrs. Eubel, Brady, Suttman, & Hazel)
1,240,,323 (Messrs. Leist, Crichton, Lundy, and Eubel Brady & Suttman Asset Management, Inc.)
| (iii) | Sole power to dispose or to direct the disposition of |
1,320 (Mr. Eubel)
| (iv) | Shared power to dispose or to direct the disposition of |
1,274,323 (Messrs. Eubel, Brady, Suttman, & Hazel)
1,240,323 (Messrs. Leist, Crichton, Lundy, and Eubel Brady & Suttman Asset Management, Inc.)
| Item 5 | Ownership of Five Percent or Less of a Class. |
| (x) | Messrs. Eubel, Brady, Suttman II, Hazel, Leist, Crichton, Lundy, and Eubel Brady & Suttman Asset Management, Inc. have ceased to be the beneficial owner of more than 5% of the class of securities. |
| Item 6 | Ownership of More Than Five Percent on Behalf of Another Person. |
Inapplicable
| Item 7 | Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. |
Inapplicable
| Item 8 | Identification and Classification of Members of the Group. |
Inapplicable
| Item 9 | Notice of Dissolution of Group. |
Inapplicable
| Item 10 | Certification. |
SIGNATURE
Certification for Rule 13d-1(b): By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
| Date: | February 14, 2013 | |
| Eubel Brady & Suttman Asset Management, Inc. | ||
| By: | /s/ Ronald L Eubel | |
| Name: | Ronald L. Eubel | |
| Title: | Chief Investment Officer | |
| By: | /s/ Ronald L Eubel | |
| Name: | Ronald L. Eubel | |
| By: | /s/ Mark E. Brady | |
| Name: | Mark E. Brady | |
| By: | /s/ Robert J. Suttman II | |
| Name: | Robert J. Suttman II | |
| By: | /s/ William E. Hazel | |
| Name: | William E. Hazel | |
| By: | /s/ Kenneth E. Leist | |
| Name: | Kenneth E. Leist | |
| By: | /s/ Paul D. Crichton | |
| Name: | Paul D. Crichton | |
| By: | /s/ Scott E. Lundy | |
| Name: | Scott E. Lundy | |
| * | Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). |
Agreement
The undersigned agree that this Schedule 13G dated February 14, 2013 relating to the common stock of Orion Marine Group, Inc. shall be filed on behalf of the undersigned.
| Eubel Brady & Suttman Asset Management, Inc. | ||
| By: | /s/ Ronald L Eubel | |
| Name: | Ronald L. Eubel | |
| Title: | Chief Investment Officer | |
| By: | /s/ Ronald L Eubel | |
| Name: | Ronald L. Eubel | |
| By: | /s/ Mark E. Brady | |
| Name: | Mark E. Brady | |
| By: | /s/ Robert J. Suttman II | |
| Name: | Robert J. Suttman II | |
| By: | /s/ William E. Hazel | |
| Name: | William E. Hazel | |
| By: | /s/ Kenneth E. Leist | |
| Name: | Kenneth E. Leist | |
| By: | /s/ Paul D. Crichton | |
| Name: | Paul D. Crichton | |
| By: | /s/ Scott E. Lundy | |
| Name: | Scott E. Lundy | |