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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SANDELL ASSET MANAGEMENT CORP (Last) (First) (Middle) 40 WEST 57TH STREET 26TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PNG VENTURES INC [ PNGX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/12/2008
	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 $0.001 per share ("Common Stock")	11/12/2008		C		100,000	A	$10	5,600,000	I	See footnotes(1)(2)(3)

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
Convertible and Exchangeable Note	$10	11/12/2008		C			$1,000,000	06/30/2008	06/25/2010	Common Stock	100,000	$0	$2,000,000(4)	I	See footnotes(1)(2)(3)

Explanation of Responses:

1. Castlerigg PNG Investments LLC ("Castlerigg LLC"), a Delaware limited liability company, directly owns the securities reported on this Form 4. Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"), is the managing member and sole shareholder of Castlerigg LLC. Sandell Asset Management Corp., a British Virgin Islands company ("SAMC"), is the investment manager of Castlerigg Master Investments. Castlerigg International Ltd., a British Virgin Islands company ("Castlerigg International"), is the controlling shareholder of Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings").

2. (continued from footnote (1)) Castlerigg Holdings is the controlling shareholder of Castlerigg Master Investments. Each of Castlerigg LLC, Castlerigg Holdings, Castlerigg International, SAMC and Castlerigg Master Investments may be deemed to share beneficial ownership of the shares beneficially owned by Castlerigg LLC. Thomas Sandell is the controlling person of SAMC and may be deemed to share beneficial ownership of the shares beneficially owned by Castlerigg LLC.

3. SAMC, Mr. Sandell, Castlerigg Holdings, Castlerigg International, Castlerigg Master Investments, and Castlerigg LLC each disclaims beneficial ownership of the securities with respect to which beneficial ownership is described in Footnotes 1 and 2 in this Form 4, except to the extent of its or his respective pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form.

4. Castlerigg LLC exchanged $1,000,000 of the principal amount of the Amended and Restated Senior Secured Exchangeable Convertible Note (the "Convertible and Exchangeable Note") for 100,000 shares of Common Stock (the "Exchange"). As of the date hereof, after the consummation of the Exchange and the exchange described in the Form 4 filed by the Reporting Owner with respect to the shares of Common Stock of PNG Ventures, Inc. on October 23, 2008, the number of shares of Common Stock that remains exchangeable under the Convertible and Exchangeable Note and the Series B Senior Secured Exchangeable Convertible Note is 200,000.

	SANDELL ASSET MANAGEMENT CORP., By: /s/ Thomas E. Sandell as Chief Executive Officer	11/14/2008
	** Signature of Reporting Person	Date
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