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*
JLF OFFSHORE FUND LTD

(Last) (First) (Middle)
PO BOX 896, HARBOUR CENTRE
2ND FL, NORTH CHURCH ST

(Street)
GRAND CAYMAN, BRITISH W INDIES E9

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sinoenergy CORP [ SNEN ]
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)
04/27/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 04/27/2007 P 530,806 A $2.45 2,587,201 D(1)
Common Stock 04/27/2007 P 0 A $0 2,587,201 I Footnote(2)
Common Stock 04/27/2007 P 438,192 A $2.45 2,145,755 D(3)
Common Stock 04/27/2007 P 0 A $0 2,145,755 I Footnote(4)
Common Stock 04/27/2007 P 31,002 A $2.45 152,044 I Footnote(5)
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
1. Name and Address of Reporting Person*
JLF OFFSHORE FUND LTD

(Last) (First) (Middle)
PO BOX 896, HARBOUR CENTRE
2ND FL, NORTH CHURCH ST

(Street)
GRAND CAYMAN, BRITISH W INDIES E9

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
JLF PARTNERS I, L.P.

(Last) (First) (Middle)
2775 VIA DE LA VALLE
SUITE 204

(Street)
DEL MAR CA 92014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FEINBERG JEFF

(Last) (First) (Middle)
C/O JLF ASSET MANAGEMENT, LLC
2775 VIA DE LA VALLE, SUITE 204

(Street)
DEL MAR CA 92014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities are owned by JLF Offshore Fund, Ltd. (the "Fund"), which is a Reporting Person.
2. These securities are held in the account of the Fund. Jeffrey Feinberg has investment discretion over these securities by virtue of Jeffrey Feinberg's position in the investment manager of the Fund.
3. These securities are owned by JLF Partners I, L.P. (the "Partnership"), which is a Reporting Person.
4. These securities are held in the account of the Partnership. Jeffrey Feinberg has investment discretion over these securities by virtue of Jeffrey Feinberg's position in the investment manager of the Partnership.
5. These securities are held in the account of a private investment vehicle over which Jeffrey Feinberg has investment discretion by virtue of his position in the investment manager of said entity.
Remarks:
(+) The Reporting Persons hereby disclaim beneficial ownership over the securities reported on this Form 4 except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
JLF Offshore Fund, Ltd.(+), By: /s/ Jeffrey L. Feinberg 05/01/2007
JLF Partners I, L.P.(+), By: /s/ Jeffrey L. Feinberg 05/01/2007
/s/ Jeffrey L. Feinberg(+) 05/01/2007
** 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).
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