eh1500240_13ga2-dorchester.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 
Dorchester Minerals, L.P.
(Name of Issuer)
 
Common Units
(Title of Class of Securities)
 
25820R105
(CUSIP Number)
 
December 31, 2014
(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)
 
ý  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 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).
 
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 2 of 12

 
1
NAME OF REPORTING PERSON
 
Pass Through Partners LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,331,149
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
2,331,149
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,331,149
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.6%
  
12
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 3 of 12

 
1
NAME OF REPORTING PERSON
 
Richard LeFrak
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,354,149
6
SHARED VOTING POWER
 
90,000
7
SOLE DISPOSITIVE POWER
 
2,354,149
8
SHARED DISPOSITIVE POWER
 
90,000
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,444,149
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
8.0%
  
12
TYPE OF REPORTING PERSON
 
IN
  


 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 4 of 12

 
1
NAME OF REPORTING PERSON
 
Richard Papert
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
6,000
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
6,000
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,000
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  

 
 
 

CUSIP No. 25820R105
 Schedule 13G
Page 5 of 12

 
1
NAME OF REPORTING PERSON
 
William Field
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
2,149
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
2,149
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,149
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  


 
 
 

CUSIP No. 25820R105
 Schedule 13G
Page 6 of 12

 
1
NAME OF REPORTING PERSON
 
Karen LeFrak
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
3,850
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
3,850
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,850
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
Less than 0.1%
  
12
TYPE OF REPORTING PERSON
 
IN
  


 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 7 of 12

 
Explanatory Note.
 
This Schedule 13G relates to the Common Units (the “Units”) of Dorchester Minerals, L.P., a Delaware limited partnership (the “Issuer”).
 
Item 1.
(a)
Name of Issuer
     
   
Dorchester Minerals, L.P.
     
 
(b)
Address of Issuer’s Principal Executive Offices
     
   
3838 Oaklawn Avenue, Suite 300
Dallas, TX 75219

Item 2.
(a)
Name of Person Filing
     
   
This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):
 
   
(i)
Pass Through Partners LLC (“PTP”);
       
   
(ii)
Richard LeFrak;
       
   
(iii)
Richard Papert;
       
   
(iv)
William Field; and
       
   
(v)
Karen LeFrak
       
   
Units reported as beneficially owned by Mr. LeFrak include shares held in individual retirement accounts.  Units reported as beneficially owned by Ms. LeFrak include shares held in an individual retirement account.
       
   
Mr. LeFrak is the husband of Ms. LeFrak.  Mr. LeFrak is the sole shareholder of the Manager of PTP and as such may be deemed to beneficially own the Units directly owned by PTP. Mr. LeFrak may also be deemed to beneficially own and share voting and dispositive power over Units that are directly owned by certain LeFrak family trusts and foundations. Mr. Papert and Mr. Field are officers of affiliated entities of PTP. As a result, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act, as amended.  Each of the Reporting Persons disclaims beneficial ownership of any Units not directly owned by such Reporting Person.
 
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 8 of 12

 
   
(b)
Address of Principal Business Office or, if none, Residence
 
     
The principal business address of each of the Reporting Persons is: c/o LeFrak Organization, 40 West 57th Street, 23rd Floor, New York, NY 10019.
       
   
(c)
Citizenship
       
      See row 4 on cover page of each reporting person
       
   
(d)
Title of Class of Securities
       
      See cover page
       
   
(e)
CUSIP Number
       
      See cover page
       
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)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
 
(e)
¨
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
¨
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
¨
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
 
(h)
¨
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
¨
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
 
(j)
¨
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 9 of 12

 
Item 4.        Ownership
 
All ownership percentages set forth herein assume that there are 30,675,431 Units outstanding, representing the total number of Units reported in the Quarterly Report of the Issuer filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) for the period ended September 30, 2014.
 
(a)           Amount Beneficially Owned
See row 9 of cover page of each reporting person
 
(b)           Percent of Class
See row 11 of cover page of each reporting person
 
(c)           Number of Shares as to which such person has
 
 
(i) 
sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
 
 
(ii)
shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person
 
 
(iii)
sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
 
 
(iv)
shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person
 
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 5 percent of the class of securities, check the following box  ¨.
 
Item 6.        Ownership of More than Five Percent on Behalf of Another Person
 
The members of PTP have the right to participate in the receipt of distributions from, or proceeds from the sale of, the Units held for the account of PTP in accordance with their ownership interests in PTP.
 
 
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 10 of 12

 
 
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
 
Item 8.        Identification and Classification of Members of the Group
 
Not Applicable
 
Item 9.        Notice of Dissolution of Group
 
Not Applicable
 
Item 10.      Certifications
 
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.
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 11 of 12

 

SIGNATURE
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date:    February 9, 2015
 
 
PASS THROUGH PARTNERS LLC
  
       
       
 
By:
New Stone Manager Corporation
  
       
 
By:
 /s/ Richard LeFrak  
   
Name:  Richard LeFrak
  
   
Title: President
  
       
     
  RICHARD LEFRAK   
       
       
  /s/ Richard LeFrak  
     
     
  RICHARD PAPERT   
       
       
  /s/ Richard Papert  
     
     
  WILLIAM FIELD   
       
       
  /s/ William Field  
     
     
  KAREN LEFRAK   
     
     
  /s/ Karen LeFrak  

 
 
 
 
 
 
CUSIP No. 25820R105
 Schedule 13G
Page 12 of 12
 
EXHIBIT 1
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G.
 
Date:   February 9, 2015
 
 
PASS THROUGH PARTNERS LLC
  
       
       
 
By:
New Stone Manager Corporation
  
       
 
By:
 /s/ Richard LeFrak  
   
Name:  Richard LeFrak
  
   
Title: President
  
       
     
  RICHARD LEFRAK   
       
       
  /s/ Richard LeFrak  
     
     
  RICHARD PAPERT   
       
       
  /s/ Richard Papert  
     
     
  WILLIAM FIELD   
       
       
  /s/ William Field  
     
     
  KAREN LEFRAK   
     
     
  /s/ Karen LeFrak