| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PAR PETROLEUM CORP/CO [ PARR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/21/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/21/2015 | X | 404,013(1)(2) | A | $0.0985 | 5,828,346 | I(1)(2) | See footnote(1)(2) | ||
| Common Stock | 6,340,398 | D(3) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants to acquire Common Stock | $0.0985(3) | 08/21/2015 | X | 404,013(3) | 08/31/2012 | 08/31/2022 | Common Stock | 404,013(3) | $0.00 | 0 | I | See note(1)(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), exercised warrants (the "Warrants") owned directly by Holdings to purchase the shares of common stock (the "Common Stock") of Par Petroleum Corporation (the "Issuer"). Because Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), is the sole member of Holdings, Master Fund may be deemed to beneficially own the 404,013 shares of Common Stock receivable by Holdings upon exercise of the Warrants and the aggregate 5,828,346 shares of Common Stock of the Issuer held directly by Holdings after exercise of the Warrants. The general partner of Master Fund is Chai Trust Company, LLC, an Illinois limited liability company ("General Partner"). |
| 2. (Continued from Footnote 1) Because General Partner is the sole general partner of Master Fund, it may be deemed to beneficially own the 6,340,398 shares of Common Stock held directly by Master Fund and the 5,828,346 shares of Common Stock held directly by Holdings. |
| 3. The Warrants were previously reported as covering 3,959,328 shares of Common Stock at an exercise price of $0.01 per share. The amount of shares to be issued on exercise of the Warrants was adjusted to reflect the Issuer's one for ten reverse stock split that was effective on January 29, 2014 (the "Reverse Stock Split"). The exercise price of the Warrants was changed to reflect the Reverse Stock Split and also to make anti-dilution adjustments required by the terms of the Warrants. |
| Remarks: |
| Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer | 08/25/2015 | |
| Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer | 08/25/2015 | |
| ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President | 08/25/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
