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* Pacific Coast Energy Co LP (Last) (First) (Middle) 515 SOUTH FLOWER STREET, SUITE 4800 (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2012	3. Issuer Name and Ticker or Trading Symbol Pacific Coast Oil Trust [ ROYT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 05/02/2012
			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 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)
Trust Units representing Beneficial Interests	38,583,158(1)(2)(3)	D(2)(3)

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)
	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. Pursuant to a Conveyance of Net Profits Interests and Overriding Royalty Interest agreement (the "Conveyance Agreement") entered into between Pacific Coast Energy Company LP ("PCEC"), the Issuer and the other party thereto, PCEC conveyed its net profits and overriding royalty interests in certain of PCEC's properties located onshore in California to the Issuer, effective as of April 1, 2012, in exchange for 38,585,158 units in the Issuer (the "Trust Units"). The Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (File No. 178928) relating to the sale of the Trust Units effective on May 2, 2012.

2. This form is filed jointly by each of the undersigned entities. PCEC directly owns the Trust Units. The remaining reporting persons may be deemed to share voting or dispositive power over the Trust Units and may be deemed to indirectly beneficially own the Trust Units, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.

3. Metalmark Capital Partners II GP, L.P. ("Metalmark GP") is the managing general partner of each of the following entities: Metalmark Capital Partners (C) II, L.P.; Metalmark Capital Partners II Co-Investment, L.P.; Metalmark Capital Partners II, L.P.; MCP II (TE) AIF, L.P.; MCP II (Cayman) AIF, L.P.; and Metalmark Capital Partners II Executive Fund, L.P. (collectively, the "Metalmark Funds"). Metalmark GP has voting control over the Metalmark Funds' equity interests in Metalmark Breitburn Holdings LLC ("Holdings LLC"). Metalmark Capital Holdings LLC ("Capital Holdings LLC"), an indirect subsidiary of Citibank, N.A., is the general partner of Metalmark GP. Collectively, Metalmark GP, the Metalmark Funds, Holdings LLC and Capital Holdings LLC are referred to herein as the "Metalmark Entities." The Metalmark Entities own an equity interest in Pacific Coast Energy Holdings LLC, the sole member of PCEC (GP) LLC, which is the general partner of PCEC.

Remarks:

Form 1 of 2 This amended Form 3 amends and restates the information reported in the initial Form 3 filed on May 2, 2012 to correct the amount of Trust Units reported in Table I and to clarify certain information in the accompanying footnotes.

	/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
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