===========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Miller Energy Resources, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
600527105
(CUSIP Number)
Thomas D. Mueller
Chief Operating Officer and Chief Compliance Officer
462 South Fourth Street, Suite 1600
Louisville, KY 40202
(502) 371-4100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 15, 2014
(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 that 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.
(Continued on following pages)
(Page 1 of 7 Pages)
===========================================================================
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
RIVER ROAD ASSET MANAGEMENT, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
--------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) [_]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,620,692
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------- ------ -------------------------------------------------
8 SHARED VOTING POWER
NONE
----------------------- ------ -------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,463,742
----------------------- ------ -------------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
----------------------- ------ -------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,463,742
--------- ----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IA
--------- ----------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This statement relates to shares of Common Stock, par value $0.0001 per share
(the "Stock"), of Miller Energy Resources, Inc. (the "Issuer"). The principle
executive office of the Issuer is located at the following address:
Miller Energy Resources, Inc.
9721 Cogdill Road, Suite 302
Knoxville, TN 37932
ITEM 2. IDENTITY AND BACKGROUND
The information regarding the persons filing this statement is as follows:
(a) The name of the persons filing are:
RIVER ROAD ASSET MANAGEMENT, LLC ("RRAM") (the "FILER").
(b) The business address of the Filer is as follows:
462 SOUTH FOURTH STREET, SUITE 1600, LOUISVILLE, KY 40202
(c) Present principal occupation or employment of the Filer and the name,
principal business and address of any corporation or other in which such
employment is conducted: RRAM IS A SECURITIES AND EXCHANGE COMMISSION
REGISTERED INVESTMENT ADVISOR.
THE NAME, BUSINESS ADDRESS, BUSINESS ACTIVITY AND PRESENT PRINCIPAL
OCCUPATION OR EMPLOYMENT OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE
FILER ARE SET FORTH IN ANNEX A, WHICH IS INCORPORATED HEREIN BY
REFERENCE.
(d) During the last five years, none of the Filer, or the persons listed in
Annex A, have been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Filer, or the persons listed in
Annex A, were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding 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.
(f) Citizenship:
RRAM IS ORGANIZED UNDER THE LAWS OF DELAWARE.
THE CITIZENSHIP OF EACH EXECUTIVE OFFICER AND DIRECTOR OF THE FILER WHO
IS A NATURAL PERSON IS SET FORTH IN ANNEX A HERETO, WHICH IS INCORPORATED
HEREIN BY REFERENCE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds used in purchasing the Stock of the Issuer is RRAM client
funds for which RRAM acts as investment advisor pursuant to an investment
advisory agreement between each RRAM client and RRAM. The amount of funds used
in purchasing the Stock of the Issuer is $18,217,346.09.
ITEM 4. PURPOSE OF TRANSACTION
The Stock was acquired for investment purposes in the ordinary course of
business. As such, the Filer may purchase, hold, vote, trade, dispose, sell or
otherwise deal the Stock for the benefit of their clients depending on changes
in the per share price of the Stock, or related to changes in the Issuer's
operations, management structure, business strategy, future acquisitions, growth
prospects, liquidity, capital allocation, including use of leverage, or from the
sale or merger of the Issuer. The Filer may discuss such matters, and
specifically may discuss board of director nominees and may suggest potential
board of director nominees, with the Issuer's management or directors, other
shareholders, existing or potential strategic partners or competitors,
investment and finance professionals, and other investors. Such analysis and
discussions may result in the Filer materially modifying their ownership of the
Stock. The Filer may also exchange information with the Issuer pursuant to
confidentiality or similar agreements, propose changes in its operations,
governance, capitalization, or propose one or more of the actions described in
sections (a) through (j) of Item 4 of Schedule 13D, all in order to enhance
shareholder value. The Filer does not intend to seek control of the Issuer or
participate in the day-to-day management of the Issuer. The Filer is making this
amended filing due to disposition of the Stock in an amount that may be deemed a
"material" change to its beneficial ownership. The disposition of the Stock was
made for investment purposes in the ordinary course of business.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Based on 46,351,471 shares of Common Stock of the Issuer outstanding as of
September 3, 2014, the Filer, or the persons listed in Annex A, may be
deemed to beneficially own 3,463,742, or 7.5%, of the Issuer's outstanding
shares of Common Stock.
(b) The Filer, or the persons listed in Annex A, have the sole power to vote or
direct the vote of 2,620,692 shares of the Stock and to dispose or direct
the disposition of 3,463,742 shares of the Stock that the Filers may be
deemed to beneficially own.
(c) The Filer effected the following transactions in the Stock in open market
transactions on the dates indicated, and such transactions are the only
transactions in the Stock by the Filer during the sixty days prior to and
including October 20, 2014 (date range: August 22, 2014 through October 20,
2014):
(1) NAME (2) DATE (3) NUMBER OF (4) PRICE PER (5) HOW WHERE TRANSACTED
SHARES OF SHARE OF TRANSACTED -
COMMON STOCK COMMON STOCK SELL OR BUY
RRAM 9/2/2014 42 5.07 Buy RRAM Principal Place of Business
RRAM 9/2/2014 48 5.07 Buy RRAM Principal Place of Business
RRAM 9/2/2014 283 5.07 Buy RRAM Principal Place of Business
RRAM 9/3/2014 45 4.70 Sell RRAM Principal Place of Business
RRAM 9/9/2014 2,384 4.51 Buy RRAM Principal Place of Business
RRAM 9/19/2014 200 4.85 Buy RRAM Principal Place of Business
RRAM 9/22/2014 800 4.73 Buy RRAM Principal Place of Business
RRAM 9/26/2014 1,850 4.56 Buy RRAM Principal Place of Business
RRAM 10/7/2014 3,640 4.08 Buy RRAM Principal Place of Business
RRAM 10/8/2014 2,000 4.04 Buy RRAM Principal Place of Business
RRAM 10/10/2014 490 3.76 Sell RRAM Principal Place of Business
RRAM 10/10/2014 7,000 3.83 Sell RRAM Principal Place of Business
RRAM 10/14/2014 27,645 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 13,713 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 64 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 559 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 2,610 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 3,488 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 5,131 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 310 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 759 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 103 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 1,101 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 8,009 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 580 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 14,927 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 6,330 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 3,083 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 12,757 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 1,110 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 26,500 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 14,824 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 523 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 1,189 3.29 Sell RRAM Principal Place of Business
RRAM 10/14/2014 1,823 3.29 Sell RRAM Principal Place of Busines
RRAM 10/14/2014 2,862 3.29 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,040 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 650 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 3,910 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 160 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,040 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 3,110 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,190 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 360 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 960 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,390 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 190 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 300 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 250 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 220 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,830 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 250 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 490 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 90 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 430 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 280 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 130 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 1,000 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 470 3.72 Sell RRAM Principal Place of Business
RRAM 10/20/2014 690 3.72 Sell RRAM Principal Place of Business
The transactions noted above were purchases or sales of shares effected in the
open market and the table includes commissions paid in per share prices.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
RRAM is the investment adviser to accounts of RRAM clients pursuant to
investment advisory agreements between RRAM clients and RRAM. Each investment
advisory agreement provides RRAM with the authority, among other things, to
invest account funds in the Stock, to dispose of the Stock, and to file this
statement on behalf of the account. Some, but not all, investment advisory
agreements provide RRAM with the authority to vote for the Stock. The number of
shares of Stock for which RRAM has sole voting power is reflected on RRAM's
cover page.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
ANNEX A - The name, business address, business activity, present principal
occupation or employment and, if natural person, citizenship of each executive
officer and director of the Filer.
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.
October 21, 2014 RIVER ROAD ASSET MANAGEMENT, LLC,
a Delaware limited liability company
/s/ Thomas D. Mueller
-----------------------
By: Thomas D. Mueller
Chief Operating Officer and
Chief Compliance Officer
Annex A
The name, business address, business activity, present principal occupation or
employment and, if natural person, citizenship of each executive officer and
director of the Filer are set forth in Exhibit A hereto, which is incorporated
herein by reference.
RIVER ROAD ASSET MANAGEMENT, LLC
NAME BUSINESS BUSINESS ACTIVITY PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
ADDRESS OR EMPLOYMENT
Shircliff, James C. 462 S. 4th Chief Investment Officer Chief Investment Officer United States
Street
Suite 1600
Louisville, KY
40202
Beck, R. Andrew 462 S. 4th President & CEO President & CEO United States
Street
Suite 1600
Louisville, KY
40202
Sanders III, Henry 462 S. 4th Executive Vice President Executive Vice President United States
W. Street
Suite 1600
Louisville, KY
40202
Forsha, Thomas S. 462 S. 4th Co-Chief Investment Co-Chief Investment Officer United States
Street Officer
Suite 1600
Louisville, KY
40202
Deuser, Greg E. 462 S. 4th Chief Risk Officer Chief Risk Officer United States
Street
Suite 1600
Louisville, KY
40202
Mueller, 462 S. 4th Chief Compliance Officer Chief Compliance Officer and United States
Thomas D. Street and Chief Operating Chief Operating Officer
Suite 1600 Officer
Louisville, KY
40202