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^*

Spies Richard James

(Last)

(First)

(Middle)

580 WESTLAKE PARK BLVD

SUITE 525

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BPZ RESOURCES, INC. [ BPZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2013

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	10/31/2013		D		301,781⁽¹⁾⁽²⁾	D	$0	156,103	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)
Incentive Stock Option	$0	10/31/2013		D			6,104	⁽¹⁾⁽³⁾	04/29/2014	Common Stock	6,104	$0	12,206	D
Incentive Stock Option	$0	10/31/2013		D			84,477	⁽¹⁾⁽⁴⁾	04/29/2014	Common Stock	84,477	$0	42,238	D
Incentive Stock Option	$0	10/31/2013		D			207,066	⁽¹⁾⁽⁵⁾	04/29/2014	Common Stock	207,066	$0	0	D

Explanation of Responses:

1. On October 31, 2013, Mr. Spies resigned as Chief Operating Officer of the Company. In conjunction with his resignation as Chief Operating Officer, at the Company's request, he agreed to serve on the Company's Board of Directors.

2. The Company cancelled Mr. Spies 301,781 shares of unvested restricted stock under the Company's 2007 Long-Term Incentive Compensation Plan.

3. The Company granted Mr. Spies the option to purchase 18,310 shares of the Company's Common Stock on March 1, 2011 pursuant to its 2007 Long-Term Incentive Compensation Plan. 6,103 of the stock options vest on the first and second anniversary of the date of grant and the remaining 6,104 stock options vest on the third anniversary of the date of grant. On October 31, 2013, the Company cancelled Mr. Spies unvested options to purchase 6,104 shares of the Company's Common Stock.

4. The Company granted Mr. Spies the option to purchase 126,715 shares of the Company's Common Stock on April 4, 2012 pursuant to its 2007 Long-Term Incentive Compensation Plan. 42,238 of the stock options vest on the first and second anniversary of the date of grant and the remaining 42,239 stock options vest on the third anniversary of the date of grant. On October 31, 2013, the Company cancelled Mr. Spies unvested options to purchase 84,477 shares of the Company's Common Stock.

5. The Company granted Mr. Spies the option to purchase 207,066 shares of the Company's Common Stock on March 1, 2013 pursuant to its 2007 Long-Term Incentive Compensation Plan. The stock options vest annually in three equal installments of 69,022 shares beginning on the first anniversary of the date of grant. On October 31, 2013, the Company cancelled Mr. Spies unvested options to purchase 207,066 shares of the Company's Common Stock.

	/s/ Richard J. Spies	11/04/2013
	** 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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