SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ledgard Joseph Durkin

(Last)

(First)

(Middle)

580 WESTLAKE PARK BLVD

SUITE 525

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/03/2011

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,100⁽¹⁾	D
Common Stock	16,100⁽²⁾	D
Common Stock	20,895⁽⁷⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option	10/18/2008	10/18/2017	Common Stock	75,000⁽³⁾	$10.39	D
Incentive Stock Options	07/01/2009	07/01/2018	Common Stock	15,000⁽⁴⁾	$25.53	D
Incentive Stock Option	07/01/2010	07/01/2019	Common Sotck	39,350⁽⁵⁾	$5.27	D
Incentive Stock Options	07/01/2011	07/01/2020	Common Stock	48,330⁽⁶⁾	$4.8	D

Explanation of Responses:

1. The Company granted Mr. Ledgard 13,100 shares of restricted stock under the BPZ Energy, Inc. 2007 Long-Term Incentive Compensation Plan. The restricted stock will vest in full on the second anniversary of the grant date, July 1, 2009.

2. The Company granted Mr. Ledgard 16,100 shares of restricted stock under the BPZ Energy, Inc. 2007 Long-Term Incentive Compensation Plan. The restricted stock will vest in full on the second anniversary of the grant date, July 1, 2010.

3. The Company granted to Mr. Ledgard the option to purchase 75,000 shares of the Company's Common Stock on October 18, 2008 pursuant to its 2007 Long-Term Incentive Compensation Plan. The stock options vested annually in three equal installments of 25,000 shares beginning on the first anniversary of the date of grant.

4. The Company granted to Mr. Ledgard the option to purchase 15,000 shares of the Company's Common Stock on July 1, 2008 pursuant to its 2007 Long-Term Incentive Compensation Plan. The award exercise price is based on the date the Company's Board of Directors approved the award, June 20, 2008. The stock options vests annually in three equal installments of 5,000 shares beginning on the first anniversary of the date of grant.

5. The Company granted to Mr. Ledgard the option to purchase 39,350 shares of the Company's Common Stock on July 1, 2009 pursuant to its 2007 Long-Term Incentive Compensation Plan. The award exercise price is based on the date the Company's Board of Directors approved the award, June 26, 2009. 13,116 shares vest from one year from the date of grant, 13,117 shares vest on the second anniversary from the date of grant and 13,117 shares vest after the third anniversary from the date of grant.

6. The Company granted to Mr. Ledgard the option to purchase 48,330 shares of the Company's Common Stock on July 1, 2010 pursuant to its 2007 Long-Term Incentive Compensation Plan. The award exercise price is based on the date the Company's Board of Directors approved the award, June 25, 2010. The stock options vests annually in three equal installments of 16,110 shares beginning on the first anniversary of the date of grant.

7. The Company granted 30,000 shares of restricted stock under the BPZ Energy, Inc. 2005 Long-Term Incentive Compensation Plan. The restricted stock vested on the second anniversary from the date of grant in October of 2009, Mr. Ledgard sold 9,185 shares partially to cover income taxes due to the vesting of the restricted stock.

	/s/ Durkin Ledgard	03/03/2011
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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