Form SCHEDULE 13G/A Calumet, Inc. /DE Filed by: Wasserstein Management, L.P.
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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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(Amendment No. 6)*
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Calumet Inc./DE (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (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) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Wasserstein Management L.P. | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,964,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
WDO Management GP, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,964,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Wasserstein Master, 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
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,457,733.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Wasserstein Genpar, 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,457,733.00 | ||||||||
| 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)
2.85 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Rajay Bagaria | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,979,190.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Joseph Dutton | ||||||||
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,968,198.00 | ||||||||
| 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)
4.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Calumet Inc./DE | |
| (b) | Address of issuer's principal executive offices:
1060 N. Capitol Ave, Suite 6-401, Indianapolis, IN, 46204 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Wasserstein Management, LP, a Delaware limited partnership (the "Adviser"), WDO Management GP, LLC, a Delaware limited liability company (the "Adviser GP"), Wasserstein Master, LP, a Cayman Islands exempted limited partnership (the "Master Fund"), Wasserstein GenPar, LLC, a Delaware limited liability company (the "Master Fund GP"), Rajay Bagaria, and Joseph Dutton. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
The Adviser is the investment manager of the Master Fund and separately managed accounts (the "Accounts"). The Adviser GP is the general partner of the Adviser. Master Fund GP is the general partner of the Master Fund. Mr. Bagaria is a control person of the Adviser,
sole member of the Adviser GP and managing member of the Master Fund GP. Mr. Dutton is a control person of the Adviser. By virtue of these relationships, the Master Fund GP, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially
own the shares of the Issuer's Common Stock, par value $0.01 per share (the "Shares"), owned directly by the Master Fund. By virtue of these relationships, the Adviser, the Adviser GP, and Messrs. Bagaria and Dutton, may be deemed to beneficially own the shares held in the Accounts. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 420 Lexington Avenue, Suite 1626, New York, NY 10170 | |
| (c) | Citizenship:
For citizenship or place of organization see item 4 of the cover page of each Reporting Person. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
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| 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 associations 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 of 1940 (15 U.S.C. 80a-3); | |
| (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:
See Item 9 on the cover page for each Reporting Person, and Item 2, which information is given as of the close of business on June 30, 2026, the Date of Event which requires the filing of this Schedule 13G. The Issuer, Calumet, Inc., is the successor to Calumet Specialty Products Partners L.P. for purposes of filings under Section 13(d) of the Securities Exchange Act of 1934. | |
| (b) | Percent of class:
See Item 11 on the cover page for each Reporting Person. The percentages of beneficial ownership contained herein are based on 87,147,147 shares of Common Stock outstanding as of May 8, 2026, as disclosed by the Issuer in its Form 10-Q filed with the SEC on May 8, 2026% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 on the cover page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 on the cover page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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. | |
Not Applicable
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| 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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