mm03-0210energy_13da1.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
EnergySolutions,
Inc.
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.01 per share
|
(Title
of class of securities)
|
|
292756
202 |
(CUSIP
number)
|
|
LGB
ENV LLC
c/o
Lindsay, Goldberg & Bessemer L.P.
630
Fifth Avenue
New
York, NY 10111
(212)
651-1100
with
a copy to:
Boris
Dolgonos, Esq.
Weil,
Gotshal & Manges LLP
767
Fifth Avenue
New
York, New York 10153
|
(Name,
address and telephone number of person authorized to receive notices and
communications)
|
|
March
1, 2010
|
(Date
of event which requires filing of this
statement)
|
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
CUSIP
No. 292756 202
|
13D
|
Page
2
|
1.
|
NAME
OF REPORTING PERSON: LGB ENV LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) [ ]
(b) [ ]
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS:
|
OO
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM
2(d)
OR 2(e): [ ]
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER:
|
9,597,654
|
|
8.
|
SHARED
VOTING POWER:
|
0
|
9.
|
SOLE
DISPOSITIVE POWER:
|
9,597,654
|
10.
|
SHARED
DISPOSITIVE POWER:
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES:
|
|
[ ]
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
10.8%
|
|
14.
|
TYPE
OF REPORTING PERSON:
|
OO
|
|
CUSIP
No. 292756
202
|
13D
|
Page
3
|
This
Amendment No. 1 amends the Schedule 13D filed February 13, 2009, as amended (the
“Schedule 13D”), and is filed by LGB ENV LLC (“LGB ENV”), with respect to the
common stock, $0.01 par value per share (the “Common Stock”), of EnergySolutions, Inc. (the
“Company”). Capitalized terms used herein but not defined shall have the meaning
attributed to them in the Schedule 13D.
Item
2.
|
Identity
and Background.
|
Neither
LGB ENV nor, to the knowledge of LGB ENV, any natural person named in Exhibit 1
hereto has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of which LGB ENV was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or state securities laws or finding any violation with respect to
such laws.
Item
4.
|
Purpose
of Transaction.
|
Item 4 is
supplemented as follows:
On
February 26, 2010, LGB ENV transmitted a Form 144 for filing with the Commission
indicating its intention to sell an aggregate of 7,410,244 shares of Common
Stock (the “Initial Form 144”) and on March 1, 2010, LGB ENV transmitted a
subsequent Form 144 for filing with the Commission indicating its intention to
sell an additional aggregate amount of 3,027,005 shares of Common Stock
(together with the Initial Form 144, the “Forms 144”). The amounts disclosed on
the Forms 144 are inclusive of the sales disclosed in Item 5(c) of this
Amendment No. 1.
Except as
described above, neither LGB ENV nor, to its knowledge, any of its managers or
executive officers, has any present plan or proposal which relates to or would
result in any of the actions described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
Item 5. |
Interests in the Securities of
the Purchaser. |
(a) and
(b) The responses of LGB ENV to Rows (7) through (13) of the cover page of this
Schedule 13D are incorporated herein by reference.
As of
March 1, 2010, the aggregate number of shares of Common Stock that LGB ENV
beneficially owns is 9,597,654, which constitutes approximately 10.8% of the
outstanding shares of Common Stock, based on the Company having 88,499,706 total
outstanding shares of Common Stock as of February 26, 2010, as reported in the
Company’s Form 10-K for the year ended December 31, 2009, filed with the
Securities and Exchange Commission on March 1, 2010.
Except as
disclosed in this Item 5(a) and (b), neither LGB ENV nor, to the best of its
knowledge, any of its managers or executive officers, beneficially owns any
shares of Common Stock or presently has the power to vote or direct the vote or
to dispose or direct the disposition of any of the shares of Common Stock which
they may be deemed to beneficially own.
CUSIP
No. 292756
202
|
13D
|
Page
4
|
(c)
During the past 60 days, LGB ENV effected transactions with respect to the
Common Stock on such dates, in such amounts and at such per share prices
(excluding brokerage fees) as follows:
|
Trade
Date
|
|
Shares
Sold
|
|
|
Price
per Share
|
|
|
|
February
26, 2010
|
|
|
488,995 |
|
|
$ |
6.09 |
(1) |
|
|
March
1, 2010
|
|
|
350,600 |
|
|
$ |
6.08 |
(2) |
|
|
(1)
|
The
price per Share is a weighted average price. These shares of Common Stock
were sold in multiple transactions at prices ranging from $6.03 to $6.15,
inclusive. The reporting person undertakes to provide to the Company, any
security holder of the Company, or the staff of the Securities and
Exchange Commission, upon request, full information regarding the number
of shares sold at each separate price within the ranges set forth in
footnotes (1) and (2) to this Form
4.
|
|
(2)
|
The
price per Share is a weighted average price. These shares of Common Stock
were sold in multiple transactions at prices ranging from $6.00 to $6.17,
inclusive.
|
All such
sales were made in the open market through J.P. Morgan Securities Inc. To the
best knowledge of LGB ENV, none of its managers or executive officers has
effected any transaction in the Common Stock during the past 60
days.
(d)
Except as stated in this Item 5, to the knowledge of LGB ENV, only LGB ENV has
the right to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock held by it.
(e) Not
applicable.
Item
7. Material
to be Filed as Exhibits.
None.
CUSIP
No. 292756
202
|
13D
|
Page
5
|
SIGNATURES
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: March
2, 2010
|
LGB ENV LLC |
|
|
|
|
|
|
By:
|
/s/ Alan E. Goldberg |
|
|
Name: |
Alan
E. Goldberg |
|
|
Title: |
Executive
Manager |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Robert D. Lindsay |
|
|
Name: |
Robert
D. Lindsay |
|
|
Title: |
Executive
Manager |
|
EXHIBIT
1
MANAGERS
AND EXECUTIVE OFFICERS
Directors
and Executive Officers of LGB ENV LLC
The
following table is a list of the managers and executive officers of LGB ENV LLC
(“LGB ENV”), setting forth the name, present position with LGB ENV and present
principal occupation or employment (along with the name of any corporation or
other organization in which such employment is conducted.) Each person listed
below is a citizen of the United States. The business address of each individual
listed below is Goldberg Lindsay & Co. LLC, 630 Fifth Avenue, New York,
NY.
Name And Position
|
Principal Occupation or
Employment
|
Alan
E. Goldberg
Executive
Manager
|
Co-Managing
Partner, Goldberg Lindsay & Co. LLC
|
Robert
D. Lindsay
Executive
Manager
|
Co-Managing
Partner, Goldberg Lindsay & Co.
LLC
|