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Enservco Corporation
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(Name of Issuer)
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Common Stock, $.005 par value
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(Title of Class of Securities)
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29358Y102
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(CUSIP Number)
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Richard Murphy
c/o Cross River Capital Management LLC
31 Bailey Avenue, Unit D
Ridgefield, Connecticut 06877
Telephone Number: 203-438-0023
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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June 28, 2017
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [X].
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* 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.
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CUSIP No.
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29358Y102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cross River Capital Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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11,223,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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11,223,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,223,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.3%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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29358Y102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cross River Management LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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11,223,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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11,223,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,223,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.3%
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14.
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TYPE OF REPORTING PERSON
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OO
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CUSIP No.
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29358Y102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Cross River Partners LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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11,223,019
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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11,223,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,223,019
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.3%
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14.
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TYPE OF REPORTING PERSON
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PN
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CUSIP No.
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29358Y102
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1.
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NAME OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Richard Murphy
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[_]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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AF, PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_] |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7.
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SOLE VOTING POWER
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123,900
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8.
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SHARED VOTING POWER
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11,223,019
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9.
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SOLE DISPOSITIVE POWER
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123,900
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10.
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SHARED DISPOSITIVE POWER
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11,223,019
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,346,919
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_] |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.5%
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14.
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TYPE OF REPORTING PERSON
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IN
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CUSIP No.
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29358Y102
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Item 1.
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Security and Issuer.
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The name of the issuer is Enservco Corporation, a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 501 South Cherry Street, Suite 1000, Denver, Colorado 80246. This Schedule 13D relates to the Issuer's Common Stock, $.005 par value (the "Shares").
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Item 2.
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Identity and Background.
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(a), (f)
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The persons filing this statement are Cross River Capital Management LLC, a Delaware limited liability company ("Cross River Capital"), Cross River Management LLC, a Delaware limited liability company ("Cross River Management"), Cross River Partners LP, a Delaware limited partnership ("Cross River Partners"), and Richard Murphy, a United States citizen ("Mr. Murphy", and collectively with Cross River Capital, Cross River Management and Cross River Partners, the "Reporting Persons").
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(b)
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The principal business address of the Reporting Persons is 31 Bailey Avenue, Unit D, Ridgefield, Connecticut 06877.
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(c)
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Cross River Capital serves as the general partner of Cross River Partners, a private investment vehicle. Cross River Management serves as the investment manager of Cross River Partners. Mr. Murphy serves as the managing member of both Cross River Capital and Cross River Management.
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(d)
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None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
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(e)
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None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The funds for the purchase of the 11,223,019 Shares beneficially owned by Cross River Capital came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares beneficially owned by Cross River Capital is approximately $7,100,461. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 11,223,019 Shares beneficially owned by Cross River Management came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares beneficially owned by Cross River Management is approximately $7,100,461. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of the 11,223,019 Shares directly owned by Cross River Partners came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares directly owned by Cross River Partners is approximately $7,100,461. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
The funds for the purchase of 73,900 of the Shares directly owned by Mr. Murphy came from Mr. Murphy's personal funds. The net investment costs (including commissions, if any) of 73,900 of the Shares directly owned by Mr. Murphy is approximately $99,765. No borrowed funds were used to purchase 73,900 of the Shares. In addition, and in connection with Mr. Murphy's appointment to the Board, Mr. Murphy was granted certain stock options, 50,000 of which vested on 01/19/17, exercisable until 01/18/21 at a strike price of $0.37 per share, as is more fully described in Item 4 below. The funds for the purchase of the 11,223,019 Shares indirectly beneficially owned by Mr. Murphy came from the working capital of Cross River Partners. The net investment costs (including commissions, if any) of the Shares indirectly beneficially owned by Mr. Murphy is approximately $7,100,461. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business.
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Item 4.
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Purpose of Transaction.
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The Shares held by the Reporting Persons were acquired for investment purposes in the ordinary course of the Reporting Persons' investment activities because they believe the Shares represent an attractive investment opportunity.
Effective January 19, 2016, the board of directors of the Issuer (the "Board") unanimously consented to increase the number of directors from five to six, and to appoint Mr. Murphy as a member of the Board. There were no arrangements or understandings between Mr. Murphy and any other person pursuant to which he was appointed as a member of the Board.
In connection with Mr. Murphy's appointment to the Board, Mr. Murphy was granted 100,000 stock options under the Issuer's 2010 Stock Incentive Plan. The stock options vest as follows: (i) 50,000 on 01/19/17 (i.e., Mr. Murphy's first anniversary as a member of the Board), and (ii) 50,000 on 01/19/18 (i.e., Mr. Murphy's second anniversary as a member of the Board). All of the stock options are exercisable until 01/18/21 at a strike price of $0.37 per share (being the closing price on January 16, 2016). Mr. Murphy has also become a party to an indemnification agreement with the Issuer in the form attached as Exhibit 10.07 to the Issuer's annual report on Form 10-K for the year ended December 31, 2013.
On June 28, 2017, the Reporting Persons were granted 1,612,902 warrants (the "Warrants"), at an exercise price of $0.31 per share, upon entering into two promissory notes with the Issuer. The Warrants are exercisable at any time at the option of the Reporting Persons and expire on June 28, 2022.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
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Item 5.
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Interest in Securities of the Issuer.
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(a) - (d)
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As of the date hereof, Cross River Capital may be deemed to be the beneficial owner of 11,223,019 Shares, constituting 21.3% of the Shares, based upon 52,680,562 Shares outstanding as of the date hereof, as adjusted for the Warrants of the Issuer beneficially owned by Cross River Capital. Cross River Capital has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 11,223,019 Shares. Cross River Capital has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 11,223,019 Shares.
As of the date hereof, Cross River Management may be deemed to be the beneficial owner of 11,223,019 Shares, constituting 21.3% of the Shares, based upon 52,680,562 Shares outstanding as of the date hereof, as adjusted for the Warrants of the Issuer beneficially owned by Cross River Management. Cross River Management has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 11,223,019 Shares. Cross River Management has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 11,223,019 Shares.
As of the date hereof, Cross River Partners may be deemed to be the beneficial owner of 11,223,019 Shares, constituting 21.3% of the Shares, based upon 52,680,562 Shares outstanding as of the date hereof, as adjusted for the Warrants of the Issuer beneficially owned by Cross River Partners. Cross River Partners has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 11,223,019 Shares. Cross River Partners has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 11,223,019 Shares.
As of the date hereof, Mr. Murphy may be deemed to be the beneficial owner of 11,346,919 Shares, constituting 21.5% of the Shares, based upon 52,680,562 Shares outstanding as of the date hereof, as adjusted for the Warrants of the Issuer beneficially owned by Mr. Murphy. Mr. Murphy has the sole power to vote or direct the vote of 123,900 Shares and the shared power to vote or direct the vote of 11,223,019 Shares. Mr. Murphy has the sole power to dispose or direct the disposition of 123,900 Shares and the shared power to dispose or direct the disposition of 11,223,019 Shares.
Other than receipt of the Warrants as discussed in Item 4 above, the transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Exhibit B.
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(e)
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N/A
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Except with respect to the appointment of Mr. Murphy to the Board of the Issuer, his receipt of stock options under the Issuer's 2010 Stock Incentive Plan, and his becoming a party to an indemnification agreement with the Issuer, as is more fully described in Item 4 above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with respect to the Shares.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in the Shares
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July 6, 2017
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(Date)
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Cross River Capital Management LLC*
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By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Cross River Management LLC*
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By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Cross River Partners, LP
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By: Cross River Capital Management LLC
By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Richard Murphy*
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/s/ Richard Murphy
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July 6, 2017
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(Date)
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Cross River Capital Management LLC
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By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Cross River Management LLC
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By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Cross River Partners LP
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By: Cross River Capital Management LLC
By: /s/ Richard Murphy
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Name: Richard Murphy
Title: Managing Member
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Richard Murphy
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/s/ Richard Murphy
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Date of Transaction
|
Title of Class
|
Number of Shares
Acquired
|
Number of Shares
Disposed
|
Price Per
Share
|
|||||||||
|
06/20/17
|
Common Stock, $.005 par value
|
57,700
|
N/A
|
$
|
0.3895
|
||||||||
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06//19/17
|
Common Stock, $.005 par value
|
61,516
|
N/A
|
$
|
0.3886
|
||||||||
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06/16/17
|
Common Stock, $.005 par value
|
64,566
|
N/A
|
$
|
0.393
|
||||||||
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06/15/17
|
Common Stock, $.005 par value
|
115,218
|
N/A
|
$
|
0.3808
|
||||||||
|
06/14/17
|
Common Stock, $.005 par value
|
110,000
|
N/A
|
$
|
0.3713
|
||||||||
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06/13/17
|
Common Stock, $.005 par value
|
100,000
|
N/A
|
$
|
0.3652
|
||||||||