sc13da_kahn020111.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Evergreen Energy Inc.

(Name of Issuer)

Common stock

(Title of Class of Securities)

30024B203

(CUSIP Number)

William Laughlin

General Counsel

Evergreen Energy Inc.

1225 17th Street, Ste. 1300

Denver, CO 80202-5506

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

- with copies to -

February 1, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No.

30024B203

NAMES OF REPORTING PERSONS

Ilyas Khan Crosby (Hong Kong) Limited (“CHKL”)

ECK & Partners Holdings Limited (“ECK”) Crosby Asset Management Inc. (“CAMI”)

Crosby Special Situations Fund (“CSSF”) Crosby Capital Partners (BVI) Limited (“CCPL”)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Ilyas Khan – British Citizen; ECK – British Virgin Islands; CSSF – Cayman Islands

CHKL – Hong Kong; CAMI – Cayman Islands; CCPL – British Virgin Islands

SOLE VOTING POWER

NUMBER OF

1,384,3041

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

1,384,3041

WITH

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,384,3041

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.51%1

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

_____________________

1 Excludes warrants not exercisable within 60 days. See further description in Item 5 below.

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SCHEDULE 13D


Item 1.		Security and Issuer

This statement relates to warrants to purchase, and the purchase of, Common Stock, $0.001 par value per share (the “Common Stock”), of Evergreen Energy Inc., (the “Issuer”). The Issuer’s principal executive offices are located at 1225 17th Street, Ste. 1300, Denver, CO 80202-5506.

Item 2.

Identity and Background

This Amendment No. 1 to the Schedule 13D filed on January 10, 2011 (this “Amendment”) is being filed on behalf of Ilyas Khan, a resident of the United Kingdom, ECK & Partners Holdings Limited, a British Virgin Islands company, Crosby Special Situations Fund, a Cayman Islands company, Crosby (Hong Kong) Limited, a Hong Kong company, Crosby Asset Management Inc., a Cayman Islands company and Crosby Capital Partners (BVI) Limited, a British Virgin Islands company, relating to shares of Common stock, $0.001 par value (the “Common Stock”), of Evergreen Energy Inc., a Delaware corporation (the “Issuer”). Mr. Khan is Chairman and owner of approximately 88% of ECK. ECK is the sole owner of CSSF and CCPL, owns 99.9% of CHKL, and owns 48% of CAMI. The principal offices of Ilyas Khan, ECK, CS SF, CAMI, CCPL and CHKL are located at 18/F, Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong. The Reporting Persons are principally in the business of consulting on business transactions and making private investments.

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in the company being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3.		Source and Amount of Funds

CSSF acquired warrants to purchase 1,238,150 shares of Common Stock pursuant to a professional services agreement with the Issuer. In the event such warrants are exercised, CSSF will use its working capital to purchase the shares of Common Stock in the total amount of $1,166,956.38.

CHKL acquired warrants to purchase 283,654 shares of Common Stock pursuant to a professional services agreement with the Issuer. In the event such warrants are exercised, CSSF will use its working capital to purchase the shares of Common Stock in the total amount of $737,500.40.

CAMI purchased 57,692 shares of Common Stock, for a total purchase price of $150,000, and warrants to purchase 112,569 shares of Common Stock in connection with a private placement financing completed by the Issuer on February 1, 2011. In the event such warrants are exercised, CAMI will use its working capital to purchase the shares of Common Stock in the total amount of $301,966.26.

CCPL purchased 88,462 shares of Common Stock, for a total purchase price of $230,000, and warrants to purchase 172,608 shares of Common Stock in connection with a private placement financing completed by the Issuer on February 1, 2011. In the event such warrants are exercised, CCPL will use its working capital to purchase the shares of Common Stock in the total amount of $463,020.96.

None of the securities were acquired using funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting such securities.

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Item 4.		Purpose of the Transaction

The Reporting Persons acquired the warrants and shares of Common Stock beneficially owned by them for investment purposes. The Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of the Schedule 13D.


Item 5.		Interest in Securities of the Issuer

CSSF directly beneficially owns warrants to purchase 1,238,150 shares of Common Stock. If all such warrants were exercised, the underlying Common Stock would represent approximately 4.92% of the Issuer’s outstanding shares. Mr. Khan and ECK have an indirect beneficial ownership of such securities based on their respective control of CSSF.

CHKL directly beneficially owns warrants to purchase 283,654 shares of Common Stock. The warrants are not exercisable until August 1, 2011; however, if all such warrants were exercised, the Common Stock would represent approximately 1.13% of the Issuer’s outstanding shares. Mr. Khan and ECK have an indirect beneficial ownership of such securities based on their respective control of CHKL.

CAMI purchased and directly beneficially owns 57,692 shares of Common Stock and warrants to purchase 112,569 shares of Common Stock through a private placement on February 1, 2011. The shares of Common Stock were purchased for $2.60 per share. CAMI currently owns Common Stock representing approximately 0.23% of the Issuer’s outstanding shares. The warrants are not exercisable until August 1, 2011; however, if all such warrants were exercised, the Common Stock would represent approximately 0.68% of the Issuer’s outstanding shares. Mr. Khan and ECK have an indirect beneficial ownership of such securities based on their respective control of CAMI.

CCPL purchased and directly beneficially owns 88,462 shares of Common Stock and warrants to purchase 172,608 shares of Common Stock through a private placement on February 1, 2011. The shares of Common Stock were purchased for $2.60 per share. CCPL currently owns Common Stock representing approximately 0.35% of the Issuer’s outstanding shares. The warrants are not exercisable until August 1, 2011; however, if all such warrants were exercised, the Common Stock would represent approximately 1.04% of the Issuer’s outstanding shares. Mr. Khan and ECK have an indirect beneficial ownership of such securities based on their respective control of CCPL.

The Reporting Persons are not part of a group and each listed Reporting Person has the sole power to vote and dispose of the shares.

Except as described herein, none of the Reporting Persons has effected any other transactions in the Issuers Common Stock during the last 60 days.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.


Item 7.	Material to be Filed as Exhibits
		None.

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Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2011

ILYAS KHAN

/s/ Ilyas Khan

ECK & PARTNERS HOLDINGS LIMITED

By: /s/ Ilyas Khan

Ilyas Khan

CROSBY SPECIAL SITUATIONS FUND

By: /s/ Ilyas Khan

Ilyas Khan

CROSBY (HONG KONG) LIMITED

By: /s/ Ilyas Khan

Ilyas Khan

CROSBY ASSET MANAGEMENT INC.

By: /s/ Ilyas Khan

Ilyas Khan

CROSBY CAPITAL PARTNERS (BVI) LIMITED

By: /s/ Ilyas Khan

Ilyas Khan

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