| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
06/15/2006 |
3. Issuer Name and Ticker or Trading Symbol
BPZ RESOURCES, INC. [ BPZ ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
07/07/2006 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 70,000 ( 1 ) | D | |
| Common Stock | 20,000 ( 4 ) | D | |
| Contingent Stock Award | 35,000 ( 2 ) | D | |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options | ( 3 ) | 04/14/2016 | Common Stock | 100,000 | ( 3 ) | D | |
| Explanation of Responses: |
| 1. The Company granted 70,000 shares of Restricted Stock under the BPZ Energy, Inc. 2005 Long-Term Incentive Compensation Plan filed on July 5, 2006 with form S-8. The Restricted Stock will vest in two equal annual installments of 35,000 shares each on the first and second anniversaries of the Date of Grant. Such shares will be issued and held in escrow. Mr. Caminos will have voting rights over these shares, including those which are not vested |
| 2. The Company granted a Contingent Incentive Award of 35,000 shares of Restricted Stock which will vest if the Company achieves daily production of at least 2,000 barrels of oil or its equivalent (approximately 12 million cubic feet of gas per day) prior to December 28, 2007. |
| 3. On April 14, 2006, the Company granted 100,000 stock options to Mr. Caminos. The stock options vest in two equal installments of 50,000 shares each. The installments vest on each of the succeeding two anniversaries of the Date of Grant, provided that Mr. Caminos shall have been continuously employed by, or providing services to, the Company since the Date of Grant. The exercise price of the Common Stock covered by the option shall be $3.20 per share. |
| 4. The Company granted 20,000 shares of Common Stock to Mr. Caminos on April 14, 2006 pursuant to its 2005 Long-Term Incentive Compensation Plan. The Restricted Stock vests in full on the second anniversary of the Date of Grant. |
| Edward G. Caminos | 12/18/2008 | |
| ** 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 5 (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. | ||