Alon USA Energy (ALJ) Form 4 Alon USA Energy / Jeff D Morris 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^*

Morris Jeff D

(Last) (First) (Middle)

12700 PARK CENTRAL DR.

SUITE 1600

(Street)

DALLAS TX 75251

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Alon USA Energy, Inc. [ ALJ ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Special Advisor

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2017

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

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

X	Form filed by One Reporting Person
	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, par value $0.01 per share	04/11/2017		C		116,352	A	$0.00(1)	1,902,046	D

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
Subsidiary Stock Exchange Right	(1)	04/11/2017		C			116,352	(1)	(1)	Common Stock, par value $0.01 per share	116,352	$0.00(1)	0	D

Explanation of Responses:

1. On June 20, 2012, Alon Assets, Inc., Alon Operating, Inc. (collectively, the "Subsidiaries"), Alon USA Energy, Inc. (the "Company") and the Reporting Person entered into an agreement whereby the Company agreed to exchange shares of non-voting stock of the Subsidiaries held by the Reporting Person (the "Subsidiary Shares") for up to 2,326,946 shares of the Company's common stock, par value $0.01 per share. The Subsidiary Shares held by the Reporting Person will be exchanged in 20 equal quarterly installments commencing June 29, 2012, and each such exchange shall be made without regard to the then-current market price of the Company's common stock. Under certain circumstances,the Reporting Person may elect to receive cash in lieu of Company common stock for up to 1/3 of the shares. The exchange rights have no expiration date.

Remarks:

	/s/ James Ranspot James Ranspot, Attorney-in-Fact for Jeff D. Morris	04/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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