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^*

HAYWOOD J WILLIAM

(Last)

(First)

(Middle)

C/O PAR PETROLEUM CORPORATION

800 GESSNER ROAD, SUITE 875

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAR PETROLEUM CORP/CO [ PARR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Former Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2014

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	08/13/2014		X		5,512⁽¹⁾	A	$16	25,300	D
Common stock	08/13/2014		X		14,029⁽²⁾	A	$16	50,000	I	By JWLP Investments Ltd.
Common stock								200	I	By parents

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)
Subscription rights (right to buy)⁽³⁾	$16	08/13/2014		X			19,488⁽³⁾	07/22/2014	08/13/2014	Common stock	5,512	$0.00	0	D
Subscription rights (right to buy)⁽³⁾	$16	08/13/2014		X			35,971⁽³⁾	07/22/2014	08/13/2014	Common stock	14,029	$0.00	0	I	By JWLP Investments Ltd.

Explanation of Responses:

1. In connection with the issuer's registered rights offering commenced on July 22, 2014 (the "Rights Offering"), the reporting person irrevocably exercised his basic subscription and oversubscription privileges to purchase shares of common stock issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014, the issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of common stock subscribed for by the reporting person became fixed at 5,512 shares.

2. In connection with the issuer's Rights Offering, the reporting person irrevocably exercised his basic subscription and oversubscription privileges to purchase shares of common stock issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014, the issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of common stock subscribed for by the reporting person became fixed at 14,029 shares.

3. Under the terms of the Rights Offering, each share of common stock outstanding on July 21, 2014 received one transferable subscription right to purchase 0.21 shares of common stock at a subscription price equal to $16.00 per whole share (subject to rounding down to avoid the issuance of fractional shares).

Remarks:

	/s/ J. William Haywood	11/21/2014
	** 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).
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