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*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVENUE, SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COLOMBIA CLEAN POWER & FUELS, INC [ CCPF.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes (1) (2) (3)
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2011
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 06/01/2011 P 1,785,714 A $1 2,980,133 I See footnotes(1)(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
10% Secured Convertible Note due June 30, 2012 (5) 06/01/2011 C $3,000,000 12/10/2010 06/30/2012 Series A Convertible Preferred Stock(5) 300,000 $0(5) 0 I(1)(2)(3) See footnotes (1) (2) (3)
Series A Convertible Preferred Stock (5) 06/01/2011 C 300,000 06/01/2011 (4) Common Stock(5) 1,500,000 $0(5) 300,000 I(1)(2)(3) See footnotes (1) (2) (3)
Warrant to Purchase Common Stock (5) 06/01/2011 C 105,000 06/01/2011 05/31/2016 Common Stock(5) 105,000 $0(5) 105,000 I(1)(2)(3) See footnotes (1) (2) (3)
Series A Convertible Preferred Stock (6) 06/01/2011 P 1,500,000 06/01/2011 (4) Common Stock(6) 7,500,000 (6) 1,800,000 I(1)(2)(3) See footnotes (1) (2) (3)
Warrant to Purchase Common Stock (6) 06/01/2011 P 525,000 06/01/2011 05/31/2016 Common Stock(6) 525,000 (6) 630,000 I(1)(2)(3) See footnotes (1) (2) (3)
1. Name and Address of Reporting Person*
STEELHEAD PARTNERS LLC

(Last) (First) (Middle)
333 108TH AVENUE, SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes (1) (2) (3)
1. Name and Address of Reporting Person*
JOHNSTON JAMES MICHAEL

(Last) (First) (Middle)
333 108TH AVENUE, SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes (1) (2) (3)
1. Name and Address of Reporting Person*
KLEIN BRIAN KATZ

(Last) (First) (Middle)
333 108TH AVENUE, SUITE 2010

(Street)
BELLEVUE WA 98004

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See footnotes (1) (2) (3)
Explanation of Responses:
1. The reporting persons are: (i) Steelhead Partners, LLC ("Steelhead"), a registered investment advisor within the meaning of Rule 16a-1(a)(1)(v) under the Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers.
2. The issuer's securities reported on this Form 4 are beneficially held by Steelhead Navigator Master, L.P.("Steelhead Navigator"). Steelhead is the investment manager of Steelhead Navigator. As a greater than 10% beneficial owner, Steelhead Navigator is separately reporting its holdings in the issuer's securities on a Form 4 filed concurrently herewith. Each of Steelhead, Mr. Johnston, Mr. Klein and Steelhead Navigator expressly disclaims beneficial ownership in these securities, except to the extent of their respective pecuniary interests therein.
3. Steelhead and the other reporting persons may be deemed to beneficially own the securities owned by Steelhead Navigator insofar as they may be deemed to have the power to direct the voting or disposition of such securities. The reporting persons have elected therefore to file this Form 4 voluntarily to report the Funds' holdings on an aggregate basis, notwithstanding the reporting exemption applicable to registered investment advisors under Rule 16a-1(a)(1)(v) and to control persons under Rule 16a-1(a)(1)(vii). The filing of this Form 4 should not, however, be deemed an admission by any of the reporting persons that such person falls outside the scope of the foregoing exemptions, or that the reporting persons and/or Steelhead Navigator form a group within the meaning of Rule 16a-1(a)(1).
4. The Series A Convertible Preferred Stock (the "Series A Stock") has no expiration date, but is subject to certain common stock automatic conversion features after the initial 18 months from the date of issuance.
5. The reporting persons converted $3,000,000 in face amount of 10% Secured Convertible Notes due June 30, 2012 (the "Notes") into units consisting of 300,000 shares of Series A Stock and warrants to purchase up to 105,000 shares of common stock. Each share of Series A Stock is initially convertible into five shares of common stock. Each warrant has a $0.01 exercise price per share. The Notes also previously contained an alternative option to convert into common stock at $2.50 per share.
6. The reporting persons acquired units consisting of 1,500,000 shares of Series A Stock and warrants to purchase up to 525,000 shares of common stock for an aggregate purchase price of $15,000,000. Each share of Series A Stock is initially convertible into five shares of common stock. Each warrant has a $0.01 exercise price per share.
Remarks:
Steelhead Partners, LLC; By: J. Michael Johnston, its Managing Member; /s/ J. Michael Johnston 06/03/2011
James Michael Johnston; /s/ J. Michael Johnston 06/03/2011
Brian Katz Klein; /s/ Brian K. Klein 06/03/2011
** 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 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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