X0203 3 2010-12-10 0 0001045390 COLOMBIA CLEAN POWER & FUELS, INC CCPF.OB 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVE. NE BELLEVUE WA 98004 0 0 0 1 See footnotes 0001327721 JOHNSTON JAMES MICHAEL 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 0001327722 KLEIN BRIAN KATZ 1301 FIRST AVENUE, SUITE 201 SEATTLE WA 98101 0 0 0 1 See footnotes 10% Secured Convertible Note due June 30, 2012 2.50 2010-12-10 2012-06-30 Common Stock 1200000 I See footnotes (1) (2) and (3) Warrant to Purchase Common Stock .01 2010-12-10 2015-06-30 Common Stock 1200000 I See footnotes (1) (2) and (3) 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 Securities Exchange Act of 1934; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. The issuer's securities reported on this Form 3 are beneficially held by Steelhead Navigator Master, L.P.("Steelhead Navigator"). Steelhead is the general partner 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 3 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. 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 3 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 3 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). Steelhead Partners, LLC; By: J. Michael Johnston, its Member-Manager; /s/ J. Michael Johnston 2011-01-04 J. Michael Johnston; /s/ J. Michael Johnston 2011-01-04 Brian K. Klein; /s/ Brian K. Klein 2011-01-04