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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
137225108 |
Page | 2 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Persistency |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Cayman Islands, B. W. I. | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 18,901,400 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
18,901,400 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
18,901,400 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
CO |
2
CUSIP No. |
137225108 |
Page | 3 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Persistency Private Equity Limited |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Gibraltar | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 500,000 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
500,000 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
500,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
0.2% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
3
CUSIP No. |
137225108 |
Page | 4 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Chasm Lake Management Services, LLC d/b/a Persistency Capital |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
Delaware | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 19,401,400 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
19,401,400 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
19,401,400 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
OO |
4
CUSIP No. |
137225108 |
Page | 5 |
of | 10 |
1 | NAMES OF REPORTING PERSONS: Andrew Morris |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY: | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 32,500 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 19,401,400 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 32,500 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
19,401,400 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
19,433,900 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
8.3% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
IN |
5
CUSIP No. |
137225108 |
Page | 6 |
of | 10 |
Item 1(a). | Name of Issuer: |
|
CanArgo Energy Corp. | ||
Item 1(b). | Address of Issuers Principal Executive Offices: PO Box 291 St Peter Port Guernsey, C.I. XOGV13RR |
|
Item 2(a). |
Name of Persons Filing: Persistency Persistency Private Equity Limited Chasm Lake Management Services, LLC d/b/a Persistency Capital Andrew Morris |
|
Item 2(b). | Address of Principal Business Office or, if None, Residence: Persistency PO Box 309 George Town Cayman Islands British West Indies Persistency Private Equity Limited 57/63 Line Wall Road Gibraltar Persistency Capital 850 7th Avenue, Suite 701 New York, New York 10019 Andrew Morris c/o Persistency Capital 850 7th Avenue, Suite 701 New York, New York 10019 |
|
Item 2(c). | Citizenship: Persistency George Town, Cayman Islands B.W.I. Persistency Private Equity Limited Gibraltar Chasm Lake Management Services, LLC, d/b/a Persistency Capital Delaware Andrew Morris United Kingdom |
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Item 2(d). | Title of Class of Securities: Common Stock |
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Item 2(e). | CUSIP Number: 137225108 | |
6
CUSIP No. |
137225108 |
Page | 7 |
of | 10 |
Item 3. | If this statement is filed pursuant to §240.13d-1(b) or §240.13d-2(b) or (c), check whether the person filing is a: |
|
(a) | o Broker or dealer registered under section 15 of the Act (15 U.S.C.78o). | |
(b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
(c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
(d) | o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
(e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
(f) | o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
(g) | o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
(h) | o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
(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 of 1940 (15 U.S.C. 80a-3). | |
(j) | o Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
Item 4. | Ownership. |
|
A) Amount beneficially owned: Persistency 18,901,400 shares Persistency Private Equity Limited 500,000 shares Chasm Lake Management Services, LLC d/b/a Persistency Capital 19,401,400 shares Andrew Morris 19,433,900 shares B) Percent of class: Persistency 8.1% Persistency Private Equity Limited 0.2% Chasm Lake Management Services, LLC d/b/a Persistency Capital 8.3% Andrew Morris 8.3% C) Number of shares as to which the person has: Persistency (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 18,901,400 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 18,901,400 Persistency Private Equity Limited (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 500,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 500,000 Chasm Lake Management Services, LLC d/b/a Persistency Capital (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 19,401,400 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 19,401,400 Andrew Morris (i) Sole power to vote or to direct the vote: 32,500 |
7
CUSIP No. |
137225108 |
Page | 8 |
of | 10 |
(ii) Shared power to vote or to direct the vote: 19,401,400 (iii) Sole power to dispose or to direct the disposition of: 32,500 (iv) Shared power to dispose or to direct the disposition of: 19,401,400 |
||
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: o |
|
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. Not Applicable |
|
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. Not Applicable |
8
CUSIP No. |
137225108 |
Page | 9 |
of | 10 |
Persistency |
|||||
By: | /s/ Andrew J. Morris | ||||
Name: | Andrew J. Morris | ||||
Title: | Director | ||||
Persistency Private Equity Limited |
|||||
By: | /s/ Andrew J. Morris | ||||
Name: | Andrew J. Morris | ||||
Title: | Authorized Signatory | ||||
Chasm Lake Management Services LLC d/b/a Persistency Capital |
|||||
By: | /s/ Andrew J. Morris | ||||
Name: | Andrew J. Morris | ||||
Title: | Managing Director | ||||
Andrew Morris |
|||||
By: | /s/ Andrew J. Morris | ||||
Andrew J. Morris |
9
CUSIP No. |
137225108 |
Page | 10 |
of | 10 |
Persistency |
||||
By: | /s/ Andrew J. Morris | |||
Name: | Andrew J. Morris | |||
Title: | Director | |||
Persistency Private Equity Limited |
||||
By: | /s/ Andrew J. Morris | |||
Name: | Andrew J. Morris | |||
Title: | Authorized Signatory | |||
Chasm Lake Management Services LLC d/b/a Persistency Capital |
||||
By: | /s/ Andrew J. Morris | |||
Name: | Andrew J. Morris | |||
Title: | Managing Director | |||
Andrew Morris |
||||
By: | /s/ Andrew J. Morris | |||
Andrew J. Morris |
10