| 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, 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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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)
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2. Issuer Name and Ticker or Trading Symbol
PURE BIOFUELS CORP [ PBOF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
11/04/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | ||||||
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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 | ||||||||
| 10%/12% Senior Convertible PIK Election Note | $0.3 ( 3 ) | 11/04/2008 | J ( 3 ) | 1 | 11/04/2008 | 09/12/2012 | Common Stock, par value $0.001 per share | 7,900,606 ( 3 ) ( 4 ) | $2,370,182 ( 3 ) | 5 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) | D ( 6 ) | ||||
| 10%/12% Senior Convertible PIK Election Note | $0.3 ( 3 ) | 11/04/2008 | J ( 3 ) | 1 | 11/04/2008 | 09/12/2012 | Common Stock, par value $0.001 per share | 1,374,178 ( 3 ) ( 4 ) | $412,253 ( 3 ) | 6 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) | D ( 6 ) | ||||
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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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Pursuant to the Securities Purchase Agreement, dated as of September 12, 2007 by and between Pure Biofuels Corp. (the "Issuer"), Plainfield Peru I LLC ("LLC1") and Plainfield Peru II LLC ("LLC2," and together with LLC1, "Plainfield"), the Issuer issued $10,000,000 of 10%/12% senior convertible PIK election notes (the "Initial Notes"). Pursuant to the First Amendment to the Securities Purchase Agreement, dated as of March 26, 2008 (the "First Amendment"), $5,000,000 of 10%/12% senior convertible PIK election notes were issued (the "Additional Notes"). |
| 2. On September 15, 2008, the Issuer, in lieu of its semi-annual cash interest payment on its $15,610,000 principal amount of 10%/12% senior convertible PIK election notes outstanding (which includes $610,000 of PIK interest notes issued on March 15, 2008 (the "March 2008 PIK Interest Notes"), issued $916,600 principal amount of 10%/12% senior convertible PIK election notes convertible into 3,055,333 shares of common stock, par value $0.001 per share of the Issuer (the "Common Stock"), at a conversion price of $0.30 (the "September 2008 PIK Interest Notes" and collectively with the Initial Notes, the Additional Notes and the March 2008 PIK Interest Notes, the "Notes"). |
| 3. The Issuer entered into a Second Amendment to the Securities Purchase Agreement with Plainfield, dated November 4, 2008 (the "Second Amendment"), which amended the Securities Purchase Agreement, dated as of September 12, 2007 (as amended by the First Amendment and the Second Amendment, the "Securities Purchase Agreement"). Pursuant to the Second Amendment and in consideration for the Deferred Interest and the Additional Deferred Interest (both terms as defined in the Second Amendment), on November 4, 2008, the Issuer issued to LLC1 senior convertible PIK election notes in the principal amounts of $2,370,182 and $412,253, respectively, convertible into 7,900,606 and 1,374,178 shares of Common Stock, respectively, at a conversion price of $0.30. |
| 4. Pursuant to the Second Amendment and in consideration for the Additional Deferred Interest, the Issuer will issue to LLC1 on December 1, 2008, January 1, 2009 and February 1, 2009, senior convertible PIK election notes in the principal amounts of $398,955, $412,253 and $412,254 (adjusted to the extent necessary to reflect the change in the Additional Deferred Interest), respectively, convertible into a total of 4,078,205 shares of Common Stock, at a conversion price of $0.30 (all notes issued on November 4, 2008 and to be issued pursuant to the Second Amendment collectively, the "October 2008 Additional Notes"). |
| 5. As of November 4, 2008, the $16,526,600 principal amount of Notes outstanding and the $2,782,435 principal amount of October 2008 Additional Notes outstanding are convertible into 64,363,450 shares of Common Stock. The $1,223,462 principal amount of October 2008 Additional Notes to be issued to LLC1 pursuant to the Second Amendment would be convertible into an additional 4,078,205 shares of Common Stock, both amounts as adjusted to the extent necessary to reflect the change in the Additional Deferred Interest. |
| 6. The Notes and the October 2008 Additional Notes issued on November 4, 2008 are owned directly by LLC1, a Delaware limited liability company, and indirectly by Plainfield Special Situations Master Fund Limited, Plainfield Asset Management LLC and Max Holmes. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of LLC1. Plainfield Asset Management LLC, a Delaware limited liability company, is the manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all Notes and the October 2008 Additional Notes issued on November 4, 2008, except to the extent to which each holds a pecuniary interest therein. |
| Remarks: |
| * Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Asset Management LLC's Form 3 with respect to Pure Biofuels Corp., filed September 21, 2007 and incorporated herein by reference. |
| PLAINFIELD ASSET MANAGEMENT LLC By: /s/ THOMAS X. FRITSCH, Managing Director and General Counsel | 11/06/2008 | |
| PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED By: /s/ THOMAS X. FRITSCH, Authorized Individual | 11/06/2008 | |
| PLAINFIELD PERU I LLC By: /s/ Steven Segaloff, Senior Vice President | 11/06/2008 | |
| PLAINFIELD PERU II LLC By: /s/ Steven Segaloff, Senior Vice President | 11/06/2008 | |
| MAX HOLMES By: /s/ THOMAS X. FRITSCH, Attorney-in-Fact* | 11/06/2008 | |
| ** 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 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. | ||