SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

 

 

Dakota Plains Holdings, Inc.

(Name of Issuer)

 

 

Common Stock, $.001 Par Value Per Share

(Title and Class of Securities)

 

 

234255107

(CUSIP Number)

 

 

December 31, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

 

[x] Rule 13d-1(b)

[  ] Rule 13d-1(c)

[  ] Rule 13d-1(d)

 

 

 

CUSIP No. 234255107   Page 2 of 9 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

North Star Partners, L.P. 13-3863788

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]
(b) [x] Reporting Person is affiliated with other persons

 

 

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

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

           

 

2

 

 

CUSIP No. 234255107   Page 3 of 9 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

North Star Partners II, L.P. 61-1467034

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]
(b) [x] Reporting Person is affiliated with other persons

 
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

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

12

TYPE OF REPORTING PERSON

 

PN

 

 

           

 

3

 

CUSIP No. 234255107   Page 4 of 9 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

NS Advisors, LLC 03-0439233

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]
(b) [x] Reporting Person is affiliated with other persons

 
3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

6

SHARED VOTING POWER

 

0

 

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

8

SHARED DISPOSITIVE POWER

 

0

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

12

TYPE OF REPORTING PERSON

 

OO

           

 

4

 

CUSIP No. 234255107   Page 5 of 9 Pages

 

1

NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

 

Andrew R. Jones

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [  ]
(b) [x] Reporting Person is affiliated with other persons

 

 

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5

SOLE VOTING POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Less than 5% of the number of outstanding shares of any class of capital stock.

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

£

 
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 5% of the number of outstanding shares of any class of capital stock.

12

TYPE OF REPORTING PERSON

 

IN

           

 

5

 

 

CUSIP No. 234255107   Page 6 of 9 Pages

 

 

Item 1(a).

Name of Issuer:

 

Dakota Plains Holdings, Inc.

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

294 Grove Lane East, Wayzata, MN 55391

 

Item 2(a).

Name of Person Filing:

 

North Star Partners, L.P. (“Partners”)

-------------------------------------------------------------------

North Star Partners II, L.P. (“Partners II”)

-------------------------------------------------------------------

NS Advisors, LLC (“Advisors”)

-------------------------------------------------------------------

Andrew R. Jones

 

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

274 Riverside Avenue, Westport, CT 06880

 

Item 2(c).

Citizenship:

 

Partners and Partners II are Delaware limited partnerships.

-------------------------------------------------------------------

Advisors is a Connecticut limited liability company.

-------------------------------------------------------------------

Mr. Jones is a United States citizen.

6

 

 

CUSIP No. 234255107   Page 7 of 9 Pages

 

 

Item 2(d).

Title of Class of Securities:

 

Common Stock, $0.001 Par Value Per Share.

 

Item 2(e). CUSIP Number: 234255107
   
Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) £ Broker or Dealer registered under Section 15 of the Act.  
(b) £ Bank as defined in Section 3(a)(6) of the Act.  
(c) £ Insurance Company as defined in Section 3(a)(19) of the Act.  
(d) £ Investment Company registered under Section 8 of the Investment Company Act.  
(e) R Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(E).  
 (f) £ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d--1(b)(1)(ii)(F).  
(g) £ Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
(h) £ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
(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.

 

(j) £ Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
    If this Statement is filed pursuant to Rule 13d-1(c), check this box  [x].

7

 

 

CUSIP No. 234255107   Page 8 of 9 Pages

 

Item 4.

Ownership.

 

(a)    Amount beneficially owned: Less than 5% of the number of outstanding shares of any class of capital stock.

 

(b)    Percent of Class: Less than 5% of the number of outstanding shares of any class of capital stock.

 

(c)    Number of Shares as to which the Reporting Persons have:

 

(i)                Sole power to vote or to direct the vote: Less than 5% of the number of outstanding shares of any class of capital stock.

 

(ii)               Shared power to vote or to direct the vote: 0

 

(iii)              Sole power to dispose or to direct the disposition of: Less than 5% of the number of outstanding shares of any class of
      capital stock.

 

(iv)              Shared Power to dispose or to direct the disposition of: 0

 

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.
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.

 

See Item 2(a)-(c).

 

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.

 

 

8

 

CUSIP No. 234255107   Page 9 of 9 Pages

 

 

SIGNATURE

 

Date: February 14, 2017 NORTH STAR PARTNERS, L.P.
  By: NS Advisors, LLC, General Partner
 
  By: /s/ Andrew R. Jones
    Andrew R. Jones, Managing Member
  NORTH STAR PARTNERS II, L.P.
  By: NS Advisors, LLC, General Partner
 
  By: /s/ Andrew R. Jones
    Andrew R. Jones, Managing Member
  NS ADVISORS, LLC
  By: /s/ Andrew R. Jones
    Andrew R. Jones, Managing Member
    /s/ Andrew R. Jones
Andrew R. Jones, Individually
 

 

9