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* Zell Credit Opportunities Master Fund, L.P. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 (Street) CHICAGO IL 60606 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PAR PETROLEUM CORP/CO [ PARR ]	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) 08/13/2014
	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
Common Stock	08/13/2014		X		941,413(1)	A	$16	5,424,333	D(1)
Common Stock	08/13/2014		X		1,100,399(2)(3)	A	$16	11,764,731	D(2)(3)

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
Subscription Rights (right to buy)	$16(4)	08/13/2014		X			4,482,920(4)	07/22/2014	08/13/2014	Common Stock	941,413	$0.00	0	D
Subscription Rights (right to buy)	$16(4)	08/13/2014		X			5,239,999(4)	07/22/2014	08/13/2014	Common Stock	1,100,399	$0.00	0	D

1. Name and Address of Reporting Person* Zell Credit Opportunities Master Fund, L.P. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA, SUITE 600 (Street) CHICAGO IL 60606 (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* CHAI TRUST CO LLC (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (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* ZCOF Par Petroleum Holdings, L.L.C. (Last) (First) (Middle) TWO NORTH RIVERSIDE PLAZA SUITE 600 (Street) CHICAGO IL 60606 (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. ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), and a wholly-owned subsidiary of Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund"), in connection with Par Petroleum Corporation's (the "Issuer") registered rights offering commenced on July 22, 2014 (the "Rights Offering"), irrevocably exercised its basic subscription privilege to purchase up to its pro rata portion of the total amount of shares of common stock, par value $0.01 per share (the "Common Stock") issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014 the Issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of Common Stock subscribed for by Holdings became fixed at 941,413 shares.

2. Master Fund, in connection with the Rights Offering, irrevocably exercised its basic subscription privilege to purchase up to its pro rata portion of the total amount of shares of Common Stock issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014 the Issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of Common Stock subscribed for by Master Fund became fixed at 1,100,399 shares. Master Fund directly holds 6,340,398 shares of Common Stock of the Issuer. Because Master Fund is the sole member of Holdings, Master Fund may be deemed to beneficially own the 5,424,333 shares of Common Stock of the Issuer held directly by Holdings.

3. (Continued from Footnote 2) Master Fund is a limited partnership, the general partner of which is Chai Trust Company, LLC, an Illinois limited liability company ("General Partner"). Because General Partner is the sole general partner of Master Fund, it may be deemed to beneficially own the 11,764,731 shares of Common Stock of the Issuer held directly by Master Fund and Holdings, as applicable.

4. Under the terms of the Rights Offering, each share of Common Stock outstanding on July 21, 2014 received one transferable subscription right to purchase 0.21 shares of Common Stock at a subscription price equal to $16.00 per whole share (subject to rounding down to avoid the issuance of fractional shares).

Remarks:

	Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer	08/15/2014
	Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer	08/15/2014
	ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President	08/15/2014
	** Signature of Reporting Person	Date
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