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^*

Wiessman David

(Last)

(First)

(Middle)

7616 LBJ FREEWAY,

SUITE 300

(Street)

DALLAS

75251

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alon USA Energy, Inc. [ ALJ ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2006

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, par value $0.01	01/19/2006		X		233,655	A	$2.699⁽¹⁾	233,655	I	Held in trust by Eitan Shmueli, as trustee⁽²⁾
Common Stock, par value $0.01								100	D

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)
Call Option (Right to Buy)	$2.699⁽¹⁾	01/19/2006		X			0⁽³⁾	⁽¹⁾	⁽¹⁾	Common Stock, par value $0.01 per share	233,655⁽³⁾	⁽⁴⁾	1	D

Explanation of Responses:

1. Alon Israel Oil Company, Ltd. ("Alon Israel") granted David Wiessman, Executive Chairman of the Board of Directors of the Issuer, the option to buy up to 875,700 shares of Common Stock of the Issuer from Tabris Investments Inc. (a wholly owned subsidiary of Alon Israel). The option is immediately exercisable and is exercisable on or before December 31, 2009. The initial exercise price per share is equal to $4.05, plus accrued interest on such per share price from December 2003 and is adjusted for amounts paid as dividends by the Issuer since December 2003. After taking accounts of such adjustments to the initial exercise price, the exercise price per share as of the date of exercise was determined to be $2.699.

2. In connection with the exercise of the option described in Table II below Mr. Wiessman assigned the 233,655 shares of the Issuer?s Common Stock issued upon exercise of the option to a trust (the "Trust"). The shares are held by Eitan Shmueli as trustee of the Trust. Mr. Wiessman is the sole beneficiary of the Trust.

3. Mr. Wiessman is exercising his option to buy 233,655 shares of the 875,700 shares underlying the option. Following this transaction there will be 642,045 shares underlying the option, and a total of 936,591 shares underlying all options granted in favor of Mr. Wiessman by Tabris Investments Inc. as of the date of this filing.

4. N/A

Remarks:

	/s/ Sarah B. Campbell Sarah B. Campbell, Attorney-in-Fact for David Wiessman	01/20/2006
	** 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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