Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Houston American Energy Corp. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
44183U308 (CUSIP Number) |
06/20/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 44183U308 |
| 1 | Names of Reporting Persons
3i, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
497,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: As more fully described in Item 4 of this statement on Schedule 13G (this ''Schedule 13G''), such shares and percentages are based on 33,686,417 shares of common stock, par value $0.001 per share, of the issuer (the ''Common Stock''), as disclosed in the statement on Schedule 13D filed by the reporting person identified therein with the U.S. Securities and Exchange Commission (the ''SEC'') on July 9, 2025 with respect to the Common Stock (the ''Schedule 13D''). Beneficial ownership consists of 497,690 shares of Common Stock issuable upon full conversion of a senior secured convertible note in the principal aggregate amount of approximately $5.4 million (the ''Note'') held directly by the reporting person. All other Company securities that were deemed beneficially owned by the reporting person as a consequence of the closing of a registered direct offering by the issuer on June 20, 2025 (the ''Offering'') have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 44183U308 |
| 1 | Names of Reporting Persons
Tumim Stone Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
156,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Beneficial ownership consists of 156,000 shares of Common Stock held directly by the reporting person. Such shares represent less than 1% of the outstanding shares of Common Stock.
SCHEDULE 13G
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| CUSIP No. | 44183U308 |
| 1 | Names of Reporting Persons
3i Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
653,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentages are based on 33,686,417 shares of Common Stock outstanding, as disclosed in the Schedule 13D. Beneficial ownership consists of 653,690 shares of Common Stock, consisting of (i) 497,690 shares of Common Stock issuable upon full conversion of the Note indirectly held by the reporting person, which conversions are subject to a Blocker and (ii) 156,000 shares of Common Stock indirectly held by the reporting person. All other Company securities deemed beneficially owned by the reporting person as a consequence of the Offering have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 44183U308 |
| 1 | Names of Reporting Persons
Maier Joshua Tarlow | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
653,690.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: As more fully described in Item 4 of this Schedule 13G, such shares and percentages are based on 33,686,417 shares of Common Stock outstanding, as disclosed in the Schedule 13D. Beneficial ownership consists of 653,690 shares of Common Stock, consisting of (i) 497,690 shares of Common Stock issuable upon full conversion of the Note indirectly held by the reporting person, which conversions are subject to a Blocker and (ii) 156,000 shares of Common Stock indirectly held by the reporting person. All other Company securities deemed beneficially owned by the reporting person as a consequence of the Offering have since been disposed. As a result, this also constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Houston American Energy Corp. | |
| (b) | Address of issuer's principal executive offices:
801 Travis Street, Suite 1425, Houston, TX 77002 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) 3i, LP, a Delaware limited partnership ("3i"); (ii) Tumim Stone Capital LLC, a Delaware limited liability company ("Tumim"); (iii) 3i Management LLC, a Delaware limited liability company ("3i Management''); and (iv) Maier Joshua Tarlow ("Mr. Tarlow"). The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 2 Wooster Street, 2nd Floor, New York, NY 10013. | |
| (c) | Citizenship:
3i is a Delaware limited partnership. Tumim is a Delaware limited liability company. 3i Management is a Delaware limited liability company. Mr. Tarlow is a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
44183U308 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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) |  A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. Upon the consummation of the Offering on June 20, 2025, each of 3i, 3i Management and Mr. Tarlow beneficially owned 9.99% of the outstanding shares of Common Stock due to 3i's participation in the Offering. Subsequent to the Offering and as of the date of this Schedule 13G, all Company securities deemed beneficially owned by such Reporting Persons solely as a consequence of the Offering were disposed by 3i. As of the date of this Schedule 13G, 3i only holds the Note and Tumim only holds 156,000 shares of Common Stock. As a result of such dispositions by 3i, this also constitutes an exit filing for each of the Reporting Persons. The share amounts and ownership percentages disclosed on such cover pages are based on 33,686,417 shares of Common Stock outstanding, as disclosed in the Schedule 13D. Consequently, each of 3i Management and Mr. Tarlow is the beneficial owner of 653,690 shares of Common Stock (the "Shares"), of which (i) 497,690 Shares are beneficially owned by 3i, who has the power to dispose of and the power to vote such Shares upon conversions of the Note, which power may be exercised by 3i Management, the manager and general partner of 3i, and (ii) 156,000 Shares are beneficially owned by Tumim, who has the power to dispose of and the power to vote such Shares, which power may be exercised by 3i Management, the manager of Tumim. Mr. Tarlow, as the manager of 3i Management, has shared power to vote and/or dispose of the Shares beneficially owned by each of 3i, Tumim and 3i Management. Mr. Tarlow does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. Tarlow may be deemed to beneficially own the Shares beneficially owned by 3i, Tumim and 3i Management, and 3i Management may be deemed to beneficially own the Shares beneficially owned by 3i and Tumim. | |
| (b) | Percent of class:
(A) 3i: 1.5% (B) Tumim: 0.0% (C) 3i Management: 1.9% (D) Mr. Tarlow: 1.9% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(A) 3i: 0.00 (B) Tumim: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00 | ||
| (ii) Shared power to vote or to direct the vote:
(A) 3i: 497,690.00 (B) Tumim: 0.00 (C) 3i Management: 653,690.00 (D) Mr. Tarlow: 653,690.00 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(A) 3i: 0.00 (B) Tumim: 0.00 (C) 3i Management: 0.00 (D) Mr. Tarlow: 0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(A) 3i: 497,690.00 (B) Tumim: 0.00 (C) 3i Management: 653,690.00 (D) Mr. Tarlow: 653,690.00 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed herewith | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Comments accompanying signature: Exhibit 1
Exhibit Information
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Joint Filing Agreement |