UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G
(RULE 13d - 102)

Information to be included in statements filed pursuant
to Rules 13d-1(b), (c) and (d) and amendments thereto filed
pursuant to 13d-2(b)

(AMENDMENT NO. )*

Arête Industries, Inc.
(Name of Issuer)

Common Stock, no par value
(Title of Class of Securities)

040098303
(CUSIP Number)

February 8, 2012
(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)
[x]        Rule 13d-1(c)
[ ]        Rule 13d-1(d)


*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 disclosures provided in a prior cover page.

The information required on 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).

(Continued on the Following Pages)

 
 

 

1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Equity Investors Master Fund, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
740,249
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
740,249
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
740,249
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
8.7%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Equity Investors II, LP
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
22,175
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
22,175
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
22,175
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
0.3%
   
12.
TYPE OF REPORTING PERSON*
   
 
PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Burlingame Asset Management, LLC
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
762,424
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
762,424
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
762,424
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
8.9%
   
12.
TYPE OF REPORTING PERSON*
   
 
OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 
 

 


1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Blair E. Sanford
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
   
 
(a)    [x]
 
(b)    [ ]
   
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
   
 
0
   
6.
SHARED VOTING POWER
   
 
762,424
   
7.
SOLE DISPOSITIVE POWER
   
 
0
   
8.
SHARED DISPOSITIVE POWER
   
 
762,424
   
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
762,424
   
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*    [ ]
   
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
 
8.9%
   
12.
TYPE OF REPORTING PERSON*
   
 
IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!


 
 

 

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2012.

ITEM 1(a).      NAME OF ISSUER:

Arête Industries, Inc. (the "Issuer")
 
ITEM 1(b).      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
 
                7260 Osceola Street
Westminster, Colorado 80030


ITEM 2(a).      NAME OF PERSON FILING
:

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

-  
Burlingame Equity Investors Master Fund, LP, a Cayman Islands exempted limited partnership ("Master Fund");

-  
Burlingame Equity Investors II, LP ("Onshore Fund II");

-  
Burlingame Asset Management, LLC ("BAM"); and

-  
Mr. Blair E. Sanford ("Mr. Sanford").

BAM is the general partner of each of the Master Fund and Onshore Fund II.  Mr. Sanford is the managing member of BAM.  BAM and Mr. Sanford may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Master Fund and Onshore Fund II.
 
ITEM 2(b).      ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 
                The business address of each of the Onshore Fund II, BAM and Mr. Sanford is One Market Street, Suite 3750, Spear Street Tower, San Francisco, California 94105.

  The business address of the Master Fund is c/o Appleby Corporate Services (Cayman) Limited, Clifton House, 75 Fort Street, P.O. Box 1350 GT, George Town, Grand Cayman, Cayman Islands.

ITEM 2(c).      CITIZENSHIP:

Mr. Sanford is a citizen of the United States.

BAM is a limited liability company formed under the laws of the State of Delaware.

The Onshore Fund II is a limited partnership formed under the laws of the State of Delaware.

The Master Fund is an exempted limited partnership formed under the laws of the Cayman Islands.

ITEM 2(d).      TITLE OF CLASS OF SECURITIES:

                Common Stock, no par value (the “Common Stock”)


 
 

 

ITEM 2(e).      CUSIP NUMBER:

040098303

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 Exchange Act.
       
 
(b)
[ ]
Bank as defined in Section 3(a)(6) of the Exchange Act.
       
 
(c)
[ ]
Insurance company defined in Section 3(a)(19) of the Exchange Act.
       
 
(d)
[ ]
Investment company registered under Section 8 of the Investment Company Act.
       
 
(e)
[ ]
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
 
(f)
[ ]
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
 
(g)
[ ]
A 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;
       
 
(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]

ITEM 4.         OWNERSHIP.

        Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)           Amount beneficially owned:

(i) The Master Fund individually beneficially owns 740,249 shares of Common Stock, consisting of: (A) 182,673 shares of Common Stock, and (B) convertible preferred stock convertible into 557,576 shares of Common Stock.

(ii) The Onshore Fund II individually beneficially owns 22,175 shares of Common Stock, consisting of: (A) 17,327 shares of Common Stock, and (B) convertible preferred stock convertible into 4,848 shares of Common Stock.

(iii) BAM, as the general partner of the Master Fund and the Onshore Fund II, may be deemed to beneficially own the 762,424 shares of Common Stock beneficially owned by them.
 
 
 
 

 
(iv) Mr. Sanford may be deemed to be the beneficial owner of the 762,424 shares of Common Stock beneficially owned by BAM.

(v) Collectively, the Reporting Persons beneficially own 762,424 shares of Common Stock.

               (b)  
Percent of Class:

(i) The Onshore Fund’s individual beneficial ownership of 740,249 shares of Common Stock represents 8.7% of all of the outstanding shares of Common Stock.

(ii) The Onshore Fund II’s individual beneficial ownership of 22,175 shares of Common Stock represents 0.3% of all of the outstanding shares of Common Stock.

(iii) BAM’s and Mr. Sanford’s beneficial ownership of 762,424 shares of Common Stock represents 8.9% of all of the outstanding shares of Common Stock.

(iv) Collectively, the Reporting Persons’ beneficial ownership of 762,424 shares of Common Stock represents 8.9% of all of the outstanding shares of Common Stock.
 
                (c)           Number of shares as to which such person has:

                               (i)  
Sole power to vote or to direct the vote

Not applicable.

                               (ii)  
Shared power to vote or to direct the vote of shares of Common Stock:

The Master Fund, BAM and Mr. Sanford have shared power to vote or direct the vote of the 740,249 shares of Common Stock individually beneficially owned by the Master Fund.

The Onshore Fund II, BAM and Mr. Sanford have shared power to vote or direct the vote of the 22,175 shares of Common Stock individually beneficially owned by the Onshore Fund II.

                               (iii)  
Sole power to dispose or to direct the disposition of shares of Common Stock:

Not applicable.

                               (iv)  
Shared power to dispose or to direct the disposition of shares of Common Stock:

The Master Fund, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 740,249 shares of Common Stock individually beneficially owned by the Master Fund.

The Onshore Fund II, BAM and Mr. Sanford have shared power to dispose or direct the disposition of the 22,175 shares of Common Stock individually beneficially owned by the Onshore Fund II.
 

 
 
 

 
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 Persons have 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 Exhibit B

ITEM 9.         NOTICE OF DISSOLUTION OF GROUP.

                  Not applicable

ITEM 10.        CERTIFICATION.

By signing below the undersigned certifies that, to the best of its or his 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.

 
 

 

SIGNATURE

        After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated:   February 13, 2013

BURLINGAME EQUITY INVESTORS MASTER FUND, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member



BURLINGAME EQUITY INVESTORS II, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member

 

BURLINGAME ASSET MANAGEMENT, LLC


By:  /s/ Blair E. Sanford
            Blair E. Sanford, Managing Member


 
/s/ Blair E. Sanford
     Blair E. Sanford
 
 
 
 
 
 

 

EXHIBIT A
JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Arête Industries, Inc. dated as of February 13, 2013 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 

Dated:   February 13, 2013

BURLINGAME EQUITY INVESTORS MASTER FUND, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member



BURLINGAME EQUITY INVESTORS II, LP
By: Burlingame Asset Management, LLC, as General Partner


By:  /s/ Blair E. Sanford
                            Blair E. Sanford, Managing Member

 

BURLINGAME ASSET MANAGEMENT, LLC


By:  /s/ Blair E. Sanford
            Blair E. Sanford, Managing Member


 
/s/ Blair E. Sanford
     Blair E. Sanford
 
 
 

 
 
 

 
 
EXHIBIT B

 
Burlingame Equity Investors Master Fund, LP

Burlingame Equity Investors II, LP

Burlingame Asset Management, LLC

Mr. Blair E. Sanford