X0303 4 2011-06-01 0001045390 COLOMBIA CLEAN POWER & FUELS, INC CCPF.OB 0001133521 STEELHEAD PARTNERS LLC 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327721 JOHNSTON JAMES MICHAEL 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) 0001327722 KLEIN BRIAN KATZ 333 108TH AVENUE, SUITE 2010 BELLEVUE WA 98004 0 0 0 1 See footnotes (1) (2) (3) Common Stock 2011-06-01 4 P 0 1785714 1.00 A 2980133 I See footnotes 10% Secured Convertible Note due June 30, 2012 2011-06-01 4 C 0 3000000.00 0 D 2010-12-10 2012-06-30 Series A Convertible Preferred Stock 300000 0 I See footnotes (1) (2) (3) Series A Convertible Preferred Stock 2011-06-01 4 C 0 300000 0 A 2011-06-01 Common Stock 1500000 300000 I See footnotes (1) (2) (3) Warrant to Purchase Common Stock 2011-06-01 4 C 0 105000 0 A 2011-06-01 2016-05-31 Common Stock 105000 105000 I See footnotes (1) (2) (3) Series A Convertible Preferred Stock 2011-06-01 4 P 0 1500000 A 2011-06-01 Common Stock 7500000 1800000 I See footnotes (1) (2) (3) Warrant to Purchase Common Stock 2011-06-01 4 P 0 525000 A 2011-06-01 2016-05-31 Common Stock 525000 630000 I See footnotes (1) (2) (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 Exchange Act; and (ii) each of James Michael Johnston and Brian Katz Klein, Steelhead's member-managers. 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. 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). 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. 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. 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. Steelhead Partners, LLC; By: J. Michael Johnston, its Managing Member; /s/ J. Michael Johnston 2011-06-03 James Michael Johnston; /s/ J. Michael Johnston 2011-06-03 Brian Katz Klein; /s/ Brian K. Klein 2011-06-03