Whitebox Advisors Form 4/A PAR PETROLEUM / Special Opportunities Fund, LP - Series O Whitebox ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last) (First) (Middle)

3033 EXCELSIOR BLVD., SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PETROLEUM CORP/CO [ PARR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks below

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/02/2014

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2014		X(1)		1,495,400(1)	A	$16	8,616,576(7)	I(2)	See Footnote(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Subscription rights (right to buy)(4)	$16	08/13/2014		X			7,121,151(4)	07/22/2014	08/13/2014	Common Stock	1,495,400	$0.00	0	I(2)	See Footnote(3)
Warrants (right to buy)	$0.1							08/31/2012	08/31/2022	Common Stock	345,135(7)		345,135(5)(7)	I(6)	See Footnote(3)

1. Name and Address of Reporting Person^*

WHITEBOX ADVISORS LLC

(Last) (First) (Middle)

3033 EXCELSIOR BLVD., SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WHITEBOX ASYMMETRIC PARTNERS LP

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whitebox Multi-Strategy Partners LP

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whitebox Credit Arbitrage Partners, L.P.

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whitebox Concentrated Convertible Arbitrage Partners, L.P.

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pandora Select Partners, L.P.

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whitebox Special Opportunities Fund, LP - Series O

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WHITEBOX INSTITUTIONAL PARTNERS, LP

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Whitebox Mutual Funds

(Last) (First) (Middle)

3033 EXCELSIOR BOULEVARD, SUITE 300

(Street)

MINNEAPOLIS MN 55416

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the Issuer's registered rights offering that commenced on July 22, 2014 (the "Rights Offering"), the Reporting Persons identified in footnote (2) irrevocably exercised their basic subscription rights to purchase up to their pro rata portion of the total number of shares of Issuer common stock to be issued in the Rights Offering at a price of $16.00 per share. On August 13, 2014, the subscription period ended and on August 14, 2014 the Issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription rights. As a result of the Rights Offering being fully subscribed, the aggregate number of shares of Issuer common stock subscribed for and purchased by the Reporting Persons identified in footnote (2) became fixed at 1,495,400 shares.

2. Shares are held (and subscription rights were held) directly by Whitebox Asymmetric Partners, L.P. ("WAP"), Whitebox Multi-Strategy Partners, L.P. ("WMSP"), Whitebox Credit Arbitrage Partners, L.P. ("WCRAP"), Whitebox Concentrated Convertible Arbitrage Partners, L.P. ("WCCAP"), Pandora Select Partners, L.P. ("PSP"), Whitebox Special Opportunities Fund, L.P. - Series O ("WSOF"), Whitebox Institutional Partners, L.P. ("WIP") and Whitebox Tactical Opportunities Fund ("WTOF"), which is a series of Whitebox Mutual Funds, a Delaware investment trust.

3. Indirect beneficial ownership is attributable to Whitebox Advisors LLC ("WA") (i) as managing member of Whitebox Asymmetric Advisors, LLC ("WAA"), Whitebox Multi-Strategy Advisors, LLC ("WMSA"), Whitebox Credit Arbitrage Advisors, LLC ("WCRAA"), Whitebox Concentrated Convertible Arbitrage Advisors, LLC ("WCCAA"), Pandora Select Advisors, LLC ("PSA"), and Whitebox Special Opportunities Advisors, LLC ("WSOA"), which act as general partners to WAP, WMSP, WCRAP, WCCAP, PSP and WSOF, respectively; (ii) as general partner to WIP and (iii) as investment adviser to WTOF.

4. Under the terms of the Rights Offering, each share of Issuer common stock outstanding on July 21, 2014 received one transferable subscription right to purchase 0.21 shares of Issuer common stock at a subscription price equal to $16.00 per whole share (subject to rounding down to avoid the issuance of fractional shares).

5. Warrants that may be exercised to acquire shares of the Issuer's common stock are held directly by the Reporting Persons identified in footnote (6), and were originally acquired by such Reporting Persons on August 31, 2012 and reported in a Form 3 filed on September 12, 2012. The number of warrant shares currently disclosed reflects the effect of anti-dilution adjustments since that time in connection with the Issuer's 1 for 10 reverse stock split and issuances of additional common stock by the Issuer in settlement of previously unresolved claims under the Issuer's Chapter 11 Plan of Reorganization.

6. Warrants are held directly by WAP, WMSP, WCRAP, WCCAP and PSP.

7. This amendment has been filed solely to correct the total number of Issuer common shares beneficical owned as reported in column 5 of Table I and to correct the number of warrants beneficially owned as reported in columns 7 and 9 of Table II, in each case to reflect revised anti-dilution adjustments in connection with the Issuers's 1 for 10 reverse stock split.

Remarks:

Based on the relationships described in notes (2) and (3), the entities referenced therein may be deemed to constitute a group for purposes of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WAA, WMSA, WCRAA, WCCAA, PSA, WSOA, WAP, WMSP, WCRAP, WCCAP, PSP, WSOF, WIP and WTOF are a group, or have agreed to act as a group. WA, WAA, WMSA, WCRAA, WCCAA, PSA, WSOA, WIA, WTOA, WAP, WMSP, WCRAP, WCCAP, PSP, WSOF, WIP, WTOF each disclaim beneficial ownership of the shares of common stock reported herein except to the extent of their pecuniary interest in such shares.

	/s/ Mark Strefling, Chief Operating Officer, on behalf of Whitebox Advisors, LLC	04/22/2015
	** Signature of Reporting Person	Date
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