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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BioFuel Energy Corp. [ BIOF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/17/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
Common Stock, par value $0.01 per share ("Common Stock") | 10/17/2014 | X | 88,718 | A | $5 | 99,943 | D | |||
Common Stock, par value $0.01 per share | 10/17/2014 | X | 2,341,294 | A | $5 | 3,384,420 | I | See footnote(1)(2) |
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 | ||||||||
Subscription Rights ("right to buy") | $5 | 10/17/2014 | X | 88,718 | 09/15/2014 | 10/17/2014 | Common Stock | 88,718(3) | $0 | 0 | D | ||||
Subscription Rights ("right to buy") | $5 | 10/17/2014 | X | 2,341,294 | 09/15/2014 | 10/17/2014 | Common Stock | 2,341,294(4) | $0 | 0 | I | See footnote(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities subject to the transactions disclosed in this Form 4 are owned by certain funds (the "Funds") managed by Third Point LLC ("Third Point"). Daniel S. Loeb is the Chief Executive Officer of Third Point. By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein. |
2. Third Point and Mr. Loeb each disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed to be an admission that Third Point or Mr. Loeb is the beneficial owner of these securities for purposes of Section 16 of the Securities and Exchange Act, as amended (the "Act"), and the rules promulgated thereunder or for any other purpose. Each of Third Point Partners L.P., Third Point Partners Qualified L.P., Third Point Offshore Master Fund L.P., and Third Point Ultra Master Fund L.P. hereby disclaims beneficial ownership of any securities reported herein other than those which it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose. |
3. Represents shares of Common Stock acquired upon the exercise of subscription rights allocated to Daniel S. Loeb. The acquisition of the subscription rights by Daniel S. Loeb was exempt from Section 16 by virtue of Rule 16a-9(b) and the purchase of shares of Common Stock by Daniel S. Loeb pursuant to the exercise of the subscription rights was exempt from Section 16(b) by virtue of Section 16b-6(b). |
4. Represents shares of Common Stock acquired upon the exercise of subscription rights allocated to the Funds. The acquisition of the subscription rights by the Funds was exempt from Section 16 by virtue of Rule 16a-9(b) and the purchase of shares of Common Stock by The Funds pursuant to the exercise of the subscription rights was exempt from Section 16(b) by virtue of Section 16b-6(b). |
Remarks: |
List of Exhibits: Exhibit 99.1 - Joint Filer Information * The Power of Attorney given by Daniel S. Loeb is filed as Exhibit 99.2 to the Schedule 13D with respect to the issuer filed with the Securities and Exchange Corporation. |
Third Point LLC, By: Daniel S. Loeb, Chief Executive Officer, By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
Daniel S. Loeb, By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
Third Point Partners L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member; By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
Third Point Partners Qualified L.P., By: Third Point Advisors LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
Third Point Offshore Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
Third Point Ultra Master Fund L.P., By: Third Point Advisors II LLC, its General Partner, By: Daniel S. Loeb, Managing Member, By: /s/ William Song, Attorney-in-Fact* | 10/21/2014 | |
** 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. |