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*
WEST COAST OPPORTUNITY FUND LLC

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GreenHunter Energy, Inc. [ GRH ]
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)
09/12/2012
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 09/12/2012 C 2,450,500 A (1) 2,450,500 D
Series C Preferred Stock 09/12/2012 P 345,000 A (1) 345,000 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1)(4) 09/12/2012 S(1) 5,978 (2)(3) (2) Common Stock 1,711,832(3)(4) (1)(4) 0 D
Warrant $1.5 (2) 01/31/2014 Common Stock 772,500 772,550 D
Warrant $2.5 (2) 01/31/2014 Common Stock 772,500 772,550 D
Series B Preferred Stock (1)(5) 09/12/2012 C(1) 9,802 (2)(3) (2) Common Stock 2,450,500(3)(4) (1)(5) 0 D
1. Name and Address of Reporting Person*
WEST COAST OPPORTUNITY FUND LLC

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(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*
WEST COAST ASSET MANAGEMENT INC

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(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*
Lowe R Atticus

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(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*
Helfert Lance W

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(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*
Orfalea Paul J

(Last) (First) (Middle)
1205 COAST VILLAGE ROAD

(Street)
MONTECITO CA 93108

(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. Reporting Person entered into a Securities Exchange Agreement with Issuer, whereby Reporting Person (i) exchanged all of its shares of Series A Preferred Stock into 345,000 shares of 10% Series C Cumulative Preferred Stock, and (ii) exchanged all of its Series B Preferred Stock for 2,450,500 shares of Common Stock, which represented the number of such shares that would have been received by Reporting Person if Reporting Person had exercised its option to convert all of the Series B Preferred Stock on the Closing Date in accordance with Section 5(c) of the Series B Certificate of Designations at a conversion price of $4.00 per share.
2. May be converted at any time.
3. The Certificate of Designations for each of the Series A Preferred Stock and Series B Preferred Stock contained a "Blocker" provision preventing the Reporting Person from converting any shares of such stock into shares of common stock if and to the extent that such conversion would result in Reporting Person acquiring beneficial ownership of more than 9.99% of the outstanding shares of common stock.
4. The 5,978 shares of Series A Preferred Stock had a stated value of $1,000 per share, plus an aggregate of $2,581,162 of Series A added stated value (accrued interest added to the stated value pursuant to the certificate of designations of Series A Preferred Stock), for an aggregate stated value of $8,559,162, convertible into common stock at a conversion price of $5.00 per share. Therefore, the 5,978 shares of Series A Preferred Stock, with an aggregate stated value of $8,559,162, were convertible into 1,711,832 shares of common stock prior to execution of the Securities Exchange Agreement referred to in footnote 1.
5. The 9,802 shares of Series B Preferred Stock had a stated value of $1,000 per share and prior to the execution of the Securities Exchange Agreement referred to in footnote 1 were convertible into common stock at a conversion price of $7.50 per share. Pursuant to the Securities Exchange Agreement, the conversion price was amended to $4.00 per share. Therefore, the 9,802 shares of Series B Preferred Stock were convertible into 1,306,933 shares of common stock prior to execution of the Securities Exchange Agreement, and 2,450,000 shares immediately thereafter and upon conversion.
Remarks:
West Coast Asset Management, Inc. (the "Investment Manager") is the investment manager to separately managed accounts, some of which are affiliated with the Reporting Persons (the "Accounts"). The Accounts directly own all of the shares reported herein. Atticus Lowe, Lance Helfert and Paul Orfalea serve on the investment committee of the Investment Manager. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.
/s/ West Coast Opportunity Fund, LLC By: West Coast Asset Management, Inc., its Managing Member /s/ By: Diana Pereira Chief Financial Officer By: Power of Attorney 09/21/2012
West Coast Asset Management, Inc. By Diana Pereira, Chief Financial Officer 09/21/2012
Atticus R. Lowe By Diana Pereira By Power of Attorney 09/21/2012
Lance Helfert By: Diana Pereira By Power of Attorney 09/21/2012
Paul Orfalea By: Diana Pereira By Power of Attorney 09/21/2012
** 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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