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^*

MCKOWEN JOHN R

(Last)

(First)

(Middle)

633 BIRCH STREET

(Street)

DENVER

80220

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BPZ ENERGY INC [ BPZI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2004

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	04/13/2005		J⁽¹⁾		98,392	D	$0	140,392	D
Common Stock	04/13/2005		J⁽²⁾		40,000	D	$0	100,392	D
Common Stock	12/14/2004		G		3,000	D	$0	97,392	D

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)
Stock Option (Right to Buy)	$1.8	04/13/2005		J⁽³⁾			90,000	11/29/2002	11/29/2007	Common Stock	90,000	$0	1,160,000	D
Stock Option (Right to Buy)	$1.3	04/13/2005		J⁽⁴⁾			500,000⁽⁵⁾	09/10/2004	09/09/2014	Common Stock	500,000	$0	660,000	D
Stock Option (Right to Buy)	$1.8	04/13/2005		J⁽⁶⁾			70,000	11/29/2005	11/29/2007	Common Stock	70,000	$0	590,000	D

Explanation of Responses:

1. 98,392 shares are being conveyed to the wife of the Reporting Person from whom he is legally separated pursuant to a qualified domestic relations order. The Reporting Person disclaims ownership of the shares held by his wife from whom he is legally separated, and this report should not be deemed an admission that the Reporting Person is the beneficial owner of his estranged wife's shares for the purposes of Section 16 or any other purpose.

2. 40,000 shares are being sold to pay off family debts as required by a qualified domestic relations order.

3. 90,000 options are being conveyed to the Reporting Person's wife from whom he is legally separated, as required by a qualified domestic relations order.

4. 500,000 options are being conveyed to the Reporting Person's wife from whom he is legally separated, as required by a qualified domestic relations order.

5. 250,000 of these options vested on 9/10/04 and the balance of the options will vest upon Issuer raising an additional six million in working capital.

6. 70,000 options are being exercised and sold to pay off family debts as required by a qualified domestic relations order.

	/s/ John R. McKowen	05/13/2005
	** 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.