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 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. |
246647101 |
| 1 | NAMES OF REPORTING PERSONS Ergon, Inc. |
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| Mississippi | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 3,292,844 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 3,292,844 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 3,292,844 shares of common stock | |||||
| 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) | ||||
| 5.7%1 | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
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| Item 1. |
| (a) | Name of Issuer |
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Delek US Holdings, Inc. |
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| (b) | Address of Issuer’s Principal Executive Offices |
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7102 Commerce Way, Brentwood, Tennessee 37027. |
| Item 2. |
| (a) | Name of Person Filing |
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Ergon, Inc. (“Ergon”). |
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| (b) | Address of Principal Business Office or, if none, Residence |
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2829 Lakeland Drive, Suite 2000, Jackson, Mississippi 39232. |
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| (c) | Citizenship |
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Ergon is organized under the laws of the State of Mississippi. |
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| (d) | Title of Class of Securities |
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Common Stock, $0.01 par value. |
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| (e) | CUSIP Number |
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246647101 |
| 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); |
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| (b) | o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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| (c) | o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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| (d) | o Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8); |
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| (e) | o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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| (f) | o An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
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| (g) | o A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G); |
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| (h) | o A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
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| (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); |
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| (j) | o Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4. | Ownership |
Set forth below is information regarding the aggregate number and percentage of shares
of common stock of the Issuer that is beneficially owned by Ergon as of April 29, 2011
(all percentages reported in this statement on Schedule 13G have been calculated based
on 57,718,640 shares of common stock of the Issuer, comprised of 3,292,844 shares of
common stock issued to Ergon and 54,425,796 shares of common stock outstanding on March
4, 2011, the date for which share ownership is reported in the Issuer’s 10-K for the
year ended December 31, 2010). |
| (a) | Amount beneficially owned: 3,292,844 shares of common stock of the Issuer. |
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| (b) | Percent of class: 5.7%. |
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| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,292,844 |
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| (ii) | Shared power to vote or to direct the vote: 0 |
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| (iii) | Sole power to dispose or to direct the disposition of: 3,292,844 |
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| (iv) | Shared power to dispose or to direct the disposition of: 0 |
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable. |
| 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 or Control Person |
Not applicable. |
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| Item 8. | Identification and Classification of Members of the Group |
Not applicable. |
| Item 9. | Notice of Dissolution of Group |
Not applicable. |
| 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, other than activities solely in connection with a
nomination under §240.14a-11. |
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| Dated: May 6, 2011 | ERGON, INC. |
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| By: | /s/ A. Patrick Busby | |||
| Name: | A. Patrick Busby | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
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