p12-1657sc13g.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*
 
Houston American Energy Corp.
(Name of Issuer)
 
Common Stock, $0.001 par value
(Title of Class of Securities)
 
44183U100
(CUSIP Number)
 
October 1, 2012
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 12 Pages)

______________________________
*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.  44183U100
 
13G
Page 2 of 12 Pages


1
NAMES OF REPORTING PERSONS
 
Empery Asset Master Ltd.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
6
SHARED VOTING POWER
1,608,049 shares of Common Stock
 
Warrants to purchase 2,358,019 shares of Common Stock (See Item 4)*
7
SOLE DISPOSITIVE POWER
 
8
SHARED DISPOSITIVE POWER
1,608,049 shares of Common Stock
 
Warrants to purchase 2,358,019 shares of Common Stock (See Item 4)*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,608,049 shares of Common Stock
 
Warrants to purchase 2,358,019 shares of Common Stock (See Item 4)*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.3%
12
TYPE OF REPORTING PERSON
OO

* As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
 

 
 
 
CUSIP No.  44183U100
 
13G
Page 3 of 12 Pages



1
NAMES OF REPORTING PERSONS
 
Hartz Capital Investments, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) o
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
6
SHARED VOTING POWER
2,324,890 shares of Common Stock
 
Warrants to purchase 3,283,019 shares of Common Stock (See Item 4)*
7
SOLE DISPOSITIVE POWER
 
8
SHARED DISPOSITIVE POWER
2,324,890 shares of Common Stock
 
Warrants to purchase 3,283,019 shares of Common Stock (See Item 4)*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,324,890 shares of Common Stock
 
Warrants to purchase 3,283,019 shares of Common Stock (See Item 4)*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON
OO

* As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
 
 
CUSIP No.  44183U100
 
13G
Page 4 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
 
Empery Asset Management, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) o
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
 
6
SHARED VOTING POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
7
SOLE DISPOSITIVE POWER
 
8
SHARED DISPOSITIVE POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON
PN

* As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).

 
 
 
CUSIP No.  44183U100
 
13G
Page 5 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
 
Ryan M. Lane
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) o
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
 
6
SHARED VOTING POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
7
SOLE DISPOSITIVE POWER
 
8
SHARED DISPOSITIVE POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON
IN

* As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
 

 
 
 
CUSIP No.  44183U100
 
13G
Page 6 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
 
Martin D. Hoe
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) o
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
 
6
SHARED VOTING POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
7
SOLE DISPOSITIVE POWER
 
8
SHARED DISPOSITIVE POWER
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,932,939 shares of Common Stock
 
Warrants to purchase 5,641,038 shares of Common Stock (see Item 4)*
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12
TYPE OF REPORTING PERSON
IN

* As more fully described in Item 4, these reported securities are subject to a 9.99% blocker and the percentage set forth in row (11) gives effect to such blocker.  However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blocker.  Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported in rows (6), (8) and (9).
 


 
 
 
CUSIP No.  44183U100
 
13G
Page 7 of 12 Pages



Item 1 (a).
NAME OF ISSUER:
   
 
The name of the issuer is Houston American Energy Corp. (the "Company").

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 801 Travis Street, Suite 1425, Houston, Texas 77002.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by the entities and persons listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
 
Empery Fund
 
(i)    Empery Asset Master Ltd., to which the Investment Manager (as defined below) serves as investment manager,
        with respect to the shares of Common Stock held by, and underlying the Reported Warrants (as defined in Item 4
        below) held by, it (the "Empery Fund").
 
 
Managed Account
 
(i)    Hartz Capital Investments, LLC with respect to the shares of Common Stock held by, and underlying the Reported
        Warrants held by, it in an account managed by the Investment Manager (the "Managed Account").
 
Investment Manager
 
(ii)   Empery Asset Management, LP (the "Investment Manager"), with respect to the shares of Common Stock held by,
        and underlying the Reported Warrants held by, the Managed Account and the Empery Fund.
 
Reporting Individuals
 
(iii)      Mr. Ryan M. Lane ("Mr. Lane"), with respect to the shares of Common Stock held by, and underlying the Reported
        Warrants held by, the Managed Account and the Empery Fund.
 
(iv)      Mr. Martin D. Hoe ("Mr. Hoe"), with respect to the shares of Common Stock held by, and underlying the Reported
        Warrants held by, the Managed Account and the Empery Fund.
 
The Investment Manager serves as the investment manager to each of the Managed Account and the Empery Fund. Each of the Reporting Individuals is a Managing Member of Empery AM GP, LLC (the "General Partner"), the general partner of the Investment Manager.
 
 
 
 
 
 
CUSIP No.  44183U100
 
13G
Page 8 of 12 Pages



Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is:
 
1 Rockefeller Plaza, Suite 1205
New York, New York 10020

Item 2(c).
CITIZENSHIP:

 
Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $0.001 par value (the "Common Stock")

Item 2(e).
CUSIP NUMBER:
   
 
44183U100

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO RULES 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 of 1940,
 
(e)
¨
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
 
(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)
¨
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
 
(i)
¨
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)
¨
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 
(k)
¨
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:  ____________________________________________


 
 
 
CUSIP No.  44183U100
 
13G
Page 9 of 12 Pages


Item 4.
OWNERSHIP.

   
The information as of the filing date required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.  The Company's Rule 424(b)(5) prospectus filed on September 28, 2012 indicates that the total number of outstanding shares of Common Stock as of September 20, 2012 was 37,365,230.  The Company is anticipated to issue 14,814,815 shares of Common Stock in the offering disclosed therein.  The percentages set forth on Row 11 of the cover page for each Reporting Person is based on 52,180,045 shares of Common Stock outstanding and, subject to the Blocker (as defined below), assumes the exercise of the Reported Warrants.
 
Pursuant to the terms of the reported warrants (the "Reported Warrants"), the Reporting Persons cannot exercise any of the Reported Warrants if the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock (the "Blocker"), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blocker.
 
The Investment Manager, which serves as the investment manager to the Empery Funds, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants held by, the Managed Account and the Empery Fund.  Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by, and underlying the Reported Warrants held by, the Managed Account and the Empery Fund.  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.  Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.
 
     

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.
 
Not applicable.
   
 

 
 
 
CUSIP No.  44183U100
 
13G
Page 10 of 12 Pages


Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
 
Not applicable.
   

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
 
Not applicable.
   

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its 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.  44183U100
 
13G
Page 11 of 12 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
                October 2, 2012
EMPERY ASSET MASTER LTD.
 
By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
HARTZ CAPITAL INVESTMENTS, LLC
 
By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
EMPERY ASSET MANAGEMENT, LP
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
/s/ Ryan M. Lane
 
Ryan M. Lane
   
 
/s/ Martin D. Hoe
 
Martin D. Hoe


 
 
 
CUSIP No.  44183U100
 
13G
Page 12 of 12 Pages



EXHIBIT 1
 
JOINT ACQUISITION STATEMENT
 
PURSUANT TO RULE 13d-1(k)
 
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
 
DATED:  October 2, 2012

 
EMPERY ASSET MASTER LTD.
 
By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
HARTZ CAPITAL INVESTMENTS, LLC
 
By: EMPERY ASSET MANAGEMENT, LP, its Authorized Agent
   
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
EMPERY ASSET MANAGEMENT, LP
 
By: EMPERY AM GP, LLC, its General Partner
   
 
By:
/s/ Ryan M. Lane
 
Name:  Ryan M. Lane
 
Title:  Managing Member
   
 
/s/ Ryan M. Lane
 
Ryan M. Lane
   
 
/s/ Martin D. Hoe
 
Martin D. Hoe