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* Pacific Coast Energy Co LP (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Pacific Coast Oil Trust [ ROYT ]	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) 05/08/2012
	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
Trust Units representing Beneficial Interests	05/08/2012		S		18,500,000	D	$20(1)	20,083,158	D(2)

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

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* PCEC (GP) LLC (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* PACIFIC COAST ENERGY HOLDINGS LLC (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* Metalmark Breitburn Holdings LLC (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR (Street) NEW YORK NY 10036 (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* Metalmark Capital Partners (C) II, L.P. (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR (Street) NEW YORK NY 10036 (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* Metalmark Capital Partners II GP, L.P. (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR (Street) NEW YORK NY 10036 (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* Metalmark Capital Holdings LLC (Last) (First) (Middle) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR (Street) NEW YORK NY 10036 (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. On May 8, 2012, in connection with a registered public offering by the Issuer of its Trust Units representing Beneficial Interests in the Issuer ("Trust Units"), Pacific Coast Energy Company LP, a Delaware limited partnership ("PCEC"), sold 18,500,000 Trust Units to the public in the registered public offering.

2. PCEC directly owns the Trust Units. All other reporting persons' ownership is indirect through PCEC.

	/s/ Pacific Coast Energy Company LP By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ PCEC (GP) LLC By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Pacific Coast Energy Holdings LLC By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Metalmark BreitBurn Holdings LLC By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Metalmark Capital Partners (C) II, L.P. By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Metalmark Capital Partners II GP, L.P. By: Dee Alaniz, attorney-in-fact	05/10/2012
	/s/ Metalmark Capital Holdings LLC By: Dee Alaniz, attorney-in-fact	05/10/2012
	** 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).
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