X0306 4 2013-01-18 0001045390 COLOMBIA ENERGY RESOURCES, INC. CERX 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 3542633 I See footnotes Warrant to Purchase Common Stock .01 2013-01-18 4 P 0 8381725 A 2013-01-18 Common Stock 8381725 8381725 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 Steelhead Navigator's holdings, 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). Steelhead Navigator received 562,500 shares of common stock as payment-in-kind dividends on 1,800,000 shares of Series A Convertible Preferred Stock owned by Steelhead Navigator as of each of the dividend record dates. Steelhead Navigator acquired a certain 15% Secured Promissory Note due January 18, 2014 in the principal amount of $105,000 and a warrant to purchase up to 8,381,725 shares of the issuer's common stock for an aggregate purchase price of $100,000. The warrant has no expiration date. Steelhead Partners, LLC; By: Brent Binge, General Counsel; /s/ Brent Binge 2013-01-23 /s/ Brent Binge, Attorney-In-Fact for J. Michael Johnston 2013-01-23 /s/ Brent Binge, Attorney-In-Fact for Brian K. Klein 2013-01-23