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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PURE BIOFUELS CORP [ PBOF ]	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) 07/16/2009
	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, par value $0.001 per share	07/16/2009		J(9)		64,013,194	A	$0	153,696,959	D(10)

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
10%/12% Senior Convertible PIK Election Note due 2012	$0.3(6)	07/16/2009		J(6)		1		07/16/2009	09/12/2012	Common Stock, par value $0.001 per share	1,032,122(6)	$309,637(6)	19(1)(2)(3)(4)(5)(6)(7)(8)	D(10)
10%/12% Senior Convertible PIK Election Note due 2012	$0.3(6)	07/16/2009		J(6)	V	1		07/16/2009	09/12/2012	Common Stock, par value $0.001 per share	1,066,526(6)	$319,958(6)	20(1)(2)(3)(4)(5)(6)(7)(8)	D(10)
10%/12% Senior Convertible PIK Election Note due 2012	$0.3(7)	07/16/2009		J(7)		1		01/16/2010	09/12/2012	Common Stock, par value $0.001 per share	114,374,066(7)	$34,312,220(7)	21(1)(2)(3)(4)(5)(6)(7)(8)	D(10)

1. Name and Address of Reporting Person* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) 55 RAILROAD AVENUE C/O PLAINFIELD ASSET MANAGEMENT LLC (Street) GREENWICH CT 06830 (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* Plainfield Peru I LLC (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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* Plainfield Peru II LLC (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (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* HOLMES MAX (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVE (Street) GREENWICH CT 06830 (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 the Securities Purchase Agreement, dated as of September 12, 2007 (the "Securities Purchase Agreement"), by and between Pure Biofuels Corp. (the "Issuer"), Plainfield Peru I LLC ("LLC1") and Plainfield Peru II LLC ("LLC2," and together with LLC1, "Plainfield"), the Issuer issued 10%/12% senior convertible PIK election notes due 2012 ("Senior Notes") in the principal amount of $10,000,000, convertible into 33,333,333 shares of common stock, par value $0.001 per share of the Issuer ("Common Stock"), at a conversion price of $0.30. Pursuant to the First Amendment to the Securities Purchase Agreement, dated as of March 26, 2008, $5,000,000 of additional Senior Notes were issued, convertible into 16,666,667 shares of Common Stock, at a conversion price of $0.30.

2. The Issuer, in lieu of cash interest payments on the Senior Notes outstanding at such time, issued on March 15, 2008, September 15, 2008 and March 15, 2009, $610,000, $916,600 and $1,169,621 of Senior Notes, respectively, convertible into 2,033,333, 3,055,333 and 3,898,737 shares of Common Stock, respectively, each at a conversion price of $0.30 (all Senior Notes issued on September 12, 2007, March 26, 2008, March 15, 2008, September 15, 2008 and March 15, 2009 collectively, the "Notes").

3. Pursuant to the Second Amendment to the Securities Purchase Agreement, dated November 4, 2008 (the "Second Amendment"), and in consideration for the Deferred Interest and the Additional Deferred Interest (both terms as defined in the Second Amendment), as applicable, the Issuer issued to LLC1 additional Senior Notes in the following principal amounts: $2,370,182 and $412,253 on November 4, 2008, $398,955 on December 4, 2008, $412,253 on January 2, 2009 and $313,559 on February 1, 2009, convertible into 7,900,607, 1,374,177, 1,329,850, 1,374,177 and 1,045,197 shares of Common Stock, respectively, each at a conversion price of $0.30 (collectively, the "Second Amendment Notes").

4. Pursuant to the Third Amendment to the Securities Purchase Agreement, dated March 10, 2009 (the "Third Amendment"), and in consideration for the February Deferred Interest (as defined in the Third Amendment), the Issuer issued to LLC1 on March 10, 2009 Senior Notes in the principal amount of $283,214.29, convertible into 944,048 shares of Common Stock, at a conversion price of $0.30 (the "February Deferred Interest Notes").

5. On April 1, 2009, pursuant to the Third Amendment and in consideration for the March Deferred Interest (as defined in the Third Amendment), the Issuer issued to LLC1 Senior Notes in the principal amount of $319,957.83, convertible into 1,066,526 shares of Common Stock, at a conversion price of $0.30. The Issuer also issued to LLC1 on April 1, 2009 Senior Notes in the principal amount of $5,779.88 and $6,399.16, convertible into 19,266 and 21,331 shares of Common Stock, each at a conversion price of $0.30 (all Senior Notes issued on April 1, 2009 together with the February Deferred Interest Notes collectively, the "Third Amendment Notes").

6. On July 16, 2009, the Issuer issued to LLC1, as deferred interest, Senior Notes in the principal amount of $309,637 and $319,958, convertible into 1,032,122 and 1,066,526 shares of Common Stock, respectively, each at a conversion price of $0.30 (the "Deferred Interest Notes").

7. Pursuant to the Fifth Amendment to the Securities Purchase Agreement, dated July 16, 2009 (the "Fifth Amendment"), the Issuer issued to LLC1 Senior Notes in the principal amount of $34,312,220, convertible into 114,374,066 shares of Common Stock, at a conversion price of $0.30 (the "Fifth Amendment Notes").

8. As of July 16, 2009, the $17,696,221 principal amount of Notes outstanding, the $3,907,202 principal amount of Second Amendment Notes outstanding, the $615,351.16 principal amount of Third Amendment Notes, the $629,594 principal amount of Deferred Interest Notes outstanding and the $34,312,220 principal amount of Fifth Amendment Notes outstanding are in the aggregate convertible into 190,535,296 shares of Common Stock.

9. The Issuer issued to LLC1 64,013,194 shares of Common Stock on July 16, 2009 (the "Converted Common Stock") in connection with the exercise of LLC1's conversion rights under (i) promissory notes in the amounts of $500,000 and $250,000, dated April 28, 2009 and June 18, 2009, respectively, and (ii) Senior Notes in the principal amount of $1,000,000 and $1,200,000, issued on March 10, 2009 and March 27, 2009, respectively. Pursuant to the Fifth Amendment, such promissory notes and Senior Notes referenced in the foregoing sentence have been paid in full.

10. The Notes, the Second Amendment Notes, the Third Amendment Notes, the Deferred Interest Notes, the Fifth Amendment Notes and the Converted Common Stock are owned directly by LLC1, 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 LLC1. 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 Notes, Second Amendment Notes and Third Amendment Notes, 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.

	/s/ THOMAS X. FRITSCH, Managing Director and General Counsel	07/20/2009
	/s/ THOMAS X. FRITSCH, Authorized Individual	07/20/2009
	/s/ THOMAS X. FRITSCH, Managing Director, General Counsel and Secretary	07/20/2009
	/s/ THOMAS X. FRITSCH, Managing Director, General Counsel and Secretary	07/20/2009
	/s/ THOMAS X. FRITSCH, Attorney-in-Fact*	07/20/2009
	** Signature of Reporting Person	Date
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