SEC FORM 4

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^*

SANDELL ASSET MANAGEMENT CORP

(Last)

(First)

(Middle)

40 WEST 57TH STREET

26TH FLOOR

(Street)

NEW YORK

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)	X	Other (specify below)
		See Footnotes (1) (2) and (3)

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share ("Common Stock")	03/24/2010		J⁽⁴⁾⁽⁵⁾⁽⁶⁾		5,600,000	D	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	03/24/2010		J⁽⁴⁾⁽⁵⁾⁽⁶⁾		5,300,000	A	$0.49	5,300,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Cayman Islands exempted 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 acquired the 5,300,000 shares of Common Stock through a plan of reorganization (the "Plan") of Applied Natural Gas Fuels, Inc., formerly PNG Ventures, Inc. (the "Issuer"). On September 9, 2009, the Issuer filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code ("Bankruptcy Code"), in the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") (Case No. 09-13162). On March 12, 2010, the Bankruptcy Court entered an order (the "Confirmation Order") (i) approving the Disclosure Statement (the "Disclosure Statement") relating to the Issuer's Plan and the Issuer's procedures for soliciting votes on the Plan and (ii) confirming the Plan. The Disclosure Statement was attached as Exhibit 99.1 to the Issuer's Current Report on Form 8-K filed on January 19, 2010.

5. (continued from footnote (4)) A copy of the Confirmation Order, with a copy of the Plan as confirmed attached thereto, is attached as Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 17, 2010. On March 24, 2010 (the "Effective Date") the existing debt and equity securities of the Issuer were extinguished and the Common Stock was authorized for issuance. The issuance of the Common Stock and the distribution thereof in accordance with the Plan is exempt from registration under the Securities Act of 1933, as amended, pursuant to section 4(2) thereof and Regulation D promulgated thereunder.

6. (continued from footnote (5)) Castlerigg LLC, the holder of approximately $3.2 million of convertible debt prior to the Effective Date, provided approximately $8.075 million to fund the implementation of the Plan, in return for which it received on the Effective Date a $5.5 million senior secured four year term note, accruing interest at 10% per annum, and 5,300,000 shares of Common Stock representing approximately 26.5% of the Common Stock of the newly reorganized Issuer.

	SANDELL ASSET MANAGEMENT CORP., BY: /s/ Thomas E. Sandell, Chief Executive Officer	03/26/2010
	** Signature of Reporting Person	Date
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