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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Pacific Ethanol, Inc. [ PEIX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/01/2017 | ||||||||||||||||||||||||||
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 | 03/01/2017 | J(1) | 2,007,792 | D | (1) | 58,784 | I | See Footnote(2) | ||
Common Stock | 03/01/2017 | J(1) | 118,935 | D | (1) | 0 | I | See Footnote(3) | ||
Common Stock | 03/01/2017 | J(1) | 29,734 | D | (1) | 0 | I | See Footnote(3) | ||
Common Stock | 3,987,194 | I | See Footnote(4) | |||||||
Common Stock | 900,177 | I | See Footnote(2) | |||||||
Common Stock | 77,292 | I | See Footnote(2) |
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 | ||||||||
Non-Voting Common Stock | (5) | 03/01/2017 | J(1) | 1,312,160 | (5) | (5) | Common Stock | 1,312,160 | (1) | 38,417 | I | See Footnote(2) | |||
Non-Voting Common Stock | (5) | 03/01/2017 | J(1) | 115,376 | (5) | (5) | Common Stock | 115,376 | (1) | 0 | I | See Footnote(3) | |||
Non-Voting Common Stock | (5) | 03/01/2017 | J(1) | 28,844 | (5) | (5) | Common Stock | 28,844 | (1) | 0 | I | See Footnote(3) | |||
Non-Voting Common Stock | (5) | (5) | (5) | Common Stock | 1,797,147 | 1,797,147 | I | See Footnote(4) | |||||||
Non-Voting Common Stock | (5) | (5) | (5) | Common Stock | 201,226 | 201,226 | I | See Footnote(2) | |||||||
Non-Voting Common Stock | (5) | (5) | (5) | Common Stock | 46,298 | 46,298 | I | See Footnote(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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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. On March 1, 2017, three private investment funds for which Candlewood Investment Group, LP serves as investment manager (the "Investment Manager") each distributed the Issuer's securities to its investors as part of a pro rata distribution. |
2. The securities are directly held by a private investment fund for which (i) the Investment Manager serves as the investment manager and (ii) Candlewood Special Situations General, LLC (the "Fund GP") serves as the general partner. Candlewood Investment Group General, LLC (the "Manager GP") serves as the general partner of the Investment Manager. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. |
3. The securities are directly held by a private investment fund for which the Investment Manager controls the investment manager advising such fund. The Manager GP serves as the general partner of the Investment Manager. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. |
4. The securities are directly held by Candlewood Special Situations Master Fund, Ltd. (the "Special Situations Fund"). The Investment Manager serves as the investment manager to the Special Situations Fund, and the Fund GP serves as the general partner of the Special Situations Fund. The Manager GP serves as the general partner of the Investment Manager. Each of the Reporting Persons, other than the Special Situations Fund, disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest. |
5. The Non-Voting Common Stock are convertible on a one-for-one basis into Common Stock. However, the holder cannot convert the securities if it and any of its affiliates would, after such conversion, beneficially own greater than 9.99% of the Common Stock. The beneficial ownership of the Common Stock by the holder and its affiliates currently exceeds 9.99%, and accordingly, it cannot currently convert any of the Non-Voting Common Stock. The right to convert Non-Voting Common Stock into Common Stock does not expire. |
Remarks: |
Candlewood Investment Group, LP, By: /s/ Janet Miller, its Chief Operating Officer and General Counsel | 03/03/2017 | |
Candlewood Special Situations General, LLC, By: /s/ Michael Lau, its Class A Member | 03/03/2017 | |
Candlewood Investment Group General, LLC, By: /s/ Michael Lau, its Manager | 03/03/2017 | |
Candlewood Special Situations Master Fund, Ltd., By: /s/ David Koenig, its Portfolio Manager | 03/03/2017 | |
** 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). | ||
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. |