| 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
PURE BIOFUELS CORP [ PBOF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/05/2007 | ||||||||||||||||||||||||||
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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 $0.001 per share | 11/05/2007 | J(1) | 100,000 | A | $0(2) | 11,350,000 | D(3) | |||
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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 | ||||||||
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 100,000 shares were issued to Plainfield Peru II LLC, a Delaware limited liability company, pursuant to a Waiver and Agreement, dated October 29, 2007 (the "Waiver Agreement") by and among the Issuer, Pure Biofuels del Peru S.A.C., a Peruvian corporation and a 99.9% subsidiary of the Issuer, Palma Industrial S.A.C., a Peruvian corporation and a 99.9% subsidiary of the Issuer (together, the "Borrowers"), the subsidiaries of the Borrowers and Plainfield Special Situations Master Fund Limited, as Lender and Administrative Agent under a Loan Agreement dated September 12, 2007 related to the Waiver Agreement. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of Plainfield Peru II LLC. |
| 2. In consideration for Plainfield Special Situations Master Fund Limited entering into the Waiver Agreement, dated October 29, 2007, by and among the Issuer, Pure Biofuels del Peru S.A.C., a 99.9% subsidiary of the Issuer, Palma Industrial S.A.C., a 99.9% subsidiary of the Issuer (together, the "Borrowers"), the subsidiaries of the Borrowers and Plainfield Special Situations Master Fund Limited, on October 29, 2007 and November 5, 2007, respectively, the Issuer issued to Plainfield Peru II LLC 250,000 shares and 100,000 shares of its common stock, respectively. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of Plainfield Peru II LLC. |
| 3. These shares are owned directly by Plainfield Peru II LLC, a Delaware limited liability company, and indirectly by Plainfield Special Situations Master Fund Limited, Plainfield Asset Management LLC and Max Holmes. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of Plainfield Peru II LLC. Plainfield Asset Management LLC, a Delaware limited liability company, is the manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all such shares, except to the extent to which each holds a pecuniary interest therein. |
| Remarks: |
| *Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Asset Management LLC's Form 3 with respect to Pure Biofuels Corp., filed September 21, 2007 and incorporated herein by reference. |
| Plainfield Asset Management LLC, by /s/ Thomas X. Fritsch, Managing Director and General Counsel | 11/07/2007 | |
| Plainfield Special Situations Master Fund Limited, by /s/ Thomas X. Fritsch, Authorized Individual | 11/07/2007 | |
| Plainfield Peru I LLC, by /s/ Steven Segaloff, Senior Vice President | 11/07/2007 | |
| Plainfield Peru II LLC, by /s/ Steven Segaloff, Senior Vice President | 11/07/2007 | |
| Max Holmes, by /s/ Thomas X. Fritsch, Attorney-in-Fact* | 11/07/2007 | |
| ** 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). | ||
| 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. | ||