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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

North American Energy Partners Inc.

 

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

656844107

(CUSIP Number)

David A. Knight
SF Holding Corp.
111 Center Street
Little Rock, Arkansas 72201
(501) 377-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2007

(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)

     o       Rule 13d-1(c)

     þ       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 disclosures provided in a prior cover page.

The information required on 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).

 

 

			SCHEDULE 13G
CUSIP No.		656844107		Page		1		of		7

			SCHEDULE 13G
CUSIP No.		656844107		Page		2		of		7

			SCHEDULE 13G
CUSIP No.		656844107		Page		3		of		7

			SCHEDULE 13G
CUSIP No.		656844107		Page		4		of		7

Item 1.
		(a)				Name of Issuer:
						North American Energy Partners Inc.
		(b)				Address of Issuer’s Principal Executive Offices:
						Zone 3, Acheson Industrial Area
						2-53016 Highway 60
						Acheson, Alberta, T7X 5A7
Item 2.
		(a)				Name of Persons Filing:
						Stephens-NACG LLC
						SF Holding Corp.
						Warren A. Stephens
						W.R. Stephens, Jr.
		(b)				Address of Principal Business Office or, if none, Residence:
						For Stephens-NACG LLC, SF Holding Corp. and Warren A. Stephens:
						111 Center Street
						Little Rock, Arkansas 72201
						For W.R. Stephens, Jr.:
						100 Morgan Keegan Drive, Suite 500
						Little Rock, Arkansas 72202
		(c)				Citizenship:
						Stephens-NACG LLC is an Arkansas limited liability company.
						SF Holding Corp. is an Arkansas corporation.
						Warren A. Stephens and W.R. Stephens, Jr. are United States citizens.
		(d)				Title of Class of Securities. Common shares, no par value (the “Common Shares”)
		(e)				CUSIP Number. 656844107

Item 3.						If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is:
		(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 1950 (15 U.S.C. 80a-8).
		(e)		o		An investment adviser in accordance with § 240.13d-(b)(1)(ii)(E);
		(f)		o		An employee benefit plan of endowment fund in accordance with § 240.13d(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 associations 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-(b)(1)(ii)(J).

Item 4.						Ownership
						The information regarding ownership as set forth in Items 5-9 and 11 of Pages 1, 2, 3 and 4 is hereby incorporated by reference.
						As of the date hereof, each of the reporting persons has ceased to be the beneficial owner of more than five percent of the Common Shares.
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: þ
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.

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: February 13, 2008

		STEPHENS-NACG LLC
		By:		SF Holding Corp., its sole manager
				By:		/s/ David A. Knight
						Name: David A. Knight
						Title: Vice President
		SF HOLDING CORP.
		By:		/s/ David A. Knight
				Name: David A. Knight
				Title: Vice President
		WARREN A. STEPHENS
		/s/ Warren A. Stephens
		W.R. STEPHENS, JR.
		/s/ W.R. Stephens, Jr.

EXHIBIT INDEX

Exhibit 1 – Joint Filing Agreement