SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Pacific Coast Energy Co LP (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2012	3. Issuer Name and Ticker or Trading Symbol Pacific Coast Oil Trust [ ROYT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/02/2012
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Trust Units representing Beneficial Interests	38,583,158(1)(2)(3)	D(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Pacific Coast Energy Co LP (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (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* Greenhill Capital Partners II L P (Last) (First) (Middle) 300 PARK AVENUE (Street) NEW YORK NY 10022 (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* GCP Managing Partner II, L.P. (Last) (First) (Middle) 300 PARK AVENUE (Street) NEW YORK NY 10022 (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* GREENHILL CAPITAL PARTNERS, LLC (Last) (First) (Middle) 300 PARK AVENUE (Street) NEW YORK NY 10022 (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* GREENHILL & CO INC (Last) (First) (Middle) 300 PARK AVENUE (Street) NEW YORK NY 10022 (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. Pursuant to a Conveyance of Net Profits Interests and Overriding Royalty Interest agreement (the "Conveyance Agreement") entered into between Pacific Coast Energy Company LP ("PCEC"), the Issuer and the other party thereto, PCEC conveyed its net profits and overriding royalty interests in certain of PCEC's properties located onshore in California to the Issuer, effective as of April 1, 2012, in exchange for 38,585,158 units in the Issuer (the "Trust Units"). The Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (File No. 178928) relating to the sale of the Trust Units effective on May 2, 2012.

2. This form is filed jointly by each of the undersigned entities. PCEC directly owns the Trust Units. The remaining reporting persons may be deemed to share voting or dispositive power over the Trust Units and may be deemed to indirectly beneficially own the Trust Units, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

3. Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner II, L.P. GCP Managing Partner II, L.P. is the general partner of Greenhill Capital Partners II, L.P., Greenhill Capital Partners (Cayman) II, L.P., Greenhill Capital Partners (Executives) II, L.P. and Greenhill Capital Partners (Employees) II, L.P. (collectively, the "Funds"). The Funds own an equity interest in Pacific Coast Energy Holdings LLC, the sole member of PCEC (GP) LLC, which is the general partner of PCEC.

Remarks:

Form 2 of 2 This amended Form 3 amends and restates the information reported in the initial Form 3 filed on May 2, 2012 to correct the amount of Trust Units reported in Table I and to clarify certain information in the accompanying footnotes.

	/s/ Pacific Coast Energy Company LP, By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Greenhill Capital Partners II, L.P., By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ GCP Managing Partner II, L.P., By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Greenhill Capital Partners, LLC, By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Greenhill & Co., Inc., By: Dee Alaniz, attorney-in-fact	05/10/2012
	** Signature of Reporting Person	Date
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