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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001193125-21-001107 0001767199 XXXXXXXX LIVE 7 Common Stock, par value $0.01 per share 01/21/2025 false 0001084991 63886Q109 Natural Gas Services Group, Inc. 404 Veterans Airpark Lane Suite 300 Midland TX 79705 Mill Road Capital III, L.P. 203-987-3500 Attn: Thomas E. Lynch 328 Pemberwick Road Greenwich CT 06831 Peter M. Rosenblum, Esq. 617-832-1151 Foley Hoag LLP 155 Seaport Blvd. Boston MA 02210 0001767199 N Mill Road Capital III, L.P. WC N E9 530879 0 530879 0 530879 N 4.3 PN 0001767178 N Mill Road Capital III GP LLC AF N E9 530879 0 530879 0 530879 N 4.3 OO 0001244666 N Thomas E. Lynch AF N X1 0 530879 0 530879 530879 N 4.3 HC IN Common Stock, par value $0.01 per share Natural Gas Services Group, Inc. 404 Veterans Airpark Lane Suite 300 Midland TX 79705 This Amendment No. 7 to the joint statement on Schedule 13D with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Natural Gas Services Group, Inc., a Colorado corporation (the "Issuer"), filed by Mill Road Capital III, L.P., a Cayman Islands exempted limited partnership (the "Fund"), Mill Road Capital III GP LLC, a Cayman Islands limited liability company and the sole general partner of the Fund (the "GP"), and Thomas E. Lynch (together with the Fund and the GP, the "Reporting Persons") on January 4, 2021, as amended by Amendment No. 1 filed by the Reporting Persons on December 23, 2022, as amended by Amendment No. 2 filed by the Reporting Persons on March 10, 2023, as amended by Amendment No. 3 filed by the Reporting Persons on May 2, 2023, as amended by Amendment No. 4 filed by the Reporting Persons on November 25, 2024, as amended by Amendment No. 5 filed by the Reporting Persons on December 13, 2024, and as amended by Amendment No. 6 filed by the Reporting Persons on January 16, 2025 (such joint statement, as so amended and as amended herein, the "Schedule 13D"), amends the Schedule 13D as follows: Item 3 of the Schedule 13D shall hereby be amended and restated in its entirety as follows: The Reporting Persons acquired beneficial ownership of an aggregate of 530,879 shares of Common Stock for $5,650,619.65 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions. The purchase price of shares acquired pursuant to the assignment of standard American-style, exchange-traded put options ("Put Options") is not reduced by the premium received by the Reporting Persons upon sale of the Put Options. Paragraphs (a) and (b) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows: (a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Schedule 13D, are based on a total of 12,474,020 shares of the Common Stock issued and outstanding as of November 8, 2024, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2024. All of the share numbers reported below, and on each Reporting Person's cover page to this Schedule 13D, are as of January 23, 2025, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b). The Fund directly holds, and thus has sole voting and dispositive power over, 530,879 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares of Common Stock on behalf of the Fund, and Mr. Lynch has shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 530,879 shares of Common Stock, or approximately 4.3% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 530,879 shares of Common Stock, or approximately 4.3% of the outstanding shares of Common Stock. Neither of Messrs. Petito nor Yanagi has beneficial ownership of any shares of Common Stock. Paragraph (c) of Item 5 of the Schedule 13D shall hereby be amended and restated in full as follows: (c) Except as otherwise described in this Schedule 13D, no Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of Common Stock during the period (the "Reporting Period") from January 16, 2025 (the date on which Amendment No. 6 to the Schedule 13D was filed) to January 23, 2025: Date of Sale Shares Sold Sale Price per Share ($) 01/17/2025* 9,500 $25.0000 01/17/2025* 51,100 $27.5000 01/17/2025 43,909 $27.9676 01/21/2025 106,511 $29.0997 01/22/2025 7,800 $29.1858 01/23/2025 4,865 $28.9516 *Effected pursuant to the assignment of Call Options (as defined in Item 6). Except as otherwise described in this Schedule 13D, the above listed transactions were conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid. In addition, during the Reporting Period, the Fund sold the Call Options described in Item 6, which is incorporated by reference into this Item 5(c). On January 21, 2025, each Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock. The first paragraph and following table of Item 6 of the Schedule 13D shall hereby be amended and restated in full as follows: The table below lists the standard American-style, exchange-traded call options ("Call Options") sold by the Fund during the Reporting Period, all of which are outstanding as of January 23, 2025. Each of the below listed transactions was conducted in the ordinary course of business on the open market for cash, and the sale prices do not reflect brokerage commissions paid. Date of Sale Value per Underlying Share at which Call Options were Sold ($) Shares Underlying Call Options (100s) Call Options' Strike Price per Share ($) Call Options' Expiration Date 01/17/2025 $1.1838 235 $27.50 02/21/2025 01/17/2025 $1.0970 192 $30.00 04/17/2025 01/21/2025 $0.8500 5 $30.00 02/21/2025 01/21/2025 $2.4475 120 $27.50 03/21/2025 01/21/2025 $1.2143 211 $30.00 03/21/2025 01/21/2025 $2.6700 220 $27.50 04/17/2025 01/21/2025 $1.6016 183 $30.00 04/17/2025 01/22/2025 $1.2822 85 $30.00 03/21/2025 01/22/2025 $3.0000 8 $27.50 04/17/2025 01/23/2025 $1.2533 15 $30.00 03/21/2025 Mill Road Capital III, L.P. /s/ Deven Petito Deven Petito, Management Committee Director of Mill Road Capital III GP LLC, its General Partner 01/23/2025 Mill Road Capital III GP LLC /s/ Deven Petito Deven Petito, Management Committee Director 01/23/2025 Thomas E. Lynch /s/ Deven Petito Deven Petito, attorney-in-fact 01/23/2025