SEC FORM 4

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^*

EINHORN DAVID

(Last)

(First)

(Middle)

140 EAST 45TH STREET

FLOOR 24

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BioFuel Energy Corp. [ BIOF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	07/01/2010		J⁽¹⁰⁾		6,719	D	$1.33	95,691⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁴⁾
Common Stock, par value $0.01 per share	07/01/2010		J⁽¹⁰⁾		21,132	D	$1.33	478,535⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁵⁾
Common Stock, par value $0.01 per share	07/01/2010		J⁽¹⁰⁾		124,535	D	$1.33	5,221,530⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁶⁾
Common Stock, par value $0.01 per share								1,447,443⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁷⁾
Common Stock, par value $0.01 per share	07/01/2010		J⁽¹⁰⁾		27,851	A	$1.33	61,450⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁸⁾
Common Stock, par value $0.01 per share	07/01/2010		J⁽¹⁰⁾		124,535	A	$1.33	237,455⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁹⁾
Common Stock, par value $0.01 per share								15,000	D
Class B Common Stock	07/01/2010		J⁽¹⁰⁾		58,168	D	$1.33	828,371⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁴⁾
Class B Common Stock	07/01/2010		J⁽¹⁰⁾		135,332	D	$1.33	3,057,599⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁵⁾
Class B Common Stock	07/01/2010		J⁽¹⁰⁾		193,500	A	$1.33	425,426⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Membership Units	$0.00⁽⁴⁾	07/01/2010		J⁽¹⁰⁾			58,168	06/13/2007	⁽⁴⁾	Common Stock, par value $0.01 per share	58,168	$1.33	828,371⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁴⁾
LLC Membership Units	$0.00⁽⁵⁾	07/01/2010		J⁽¹⁰⁾			135,332	06/13/2007	⁽⁵⁾	Common Stock, par value $0.01 per share	135,332	$1.33	3,057,599⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁵⁾
LLC Membership Units	$0.00⁽⁸⁾	07/01/2010		J⁽¹⁰⁾		193,500		06/13/2007	⁽⁸⁾	Common Stock, par value $0.01 per share	193,500	$1.33	425,426⁽¹⁾⁽²⁾⁽³⁾	I	See Footnote⁽⁸⁾
Stock Option (right to buy)	$0.73							05/21/2010	05/21/2014	Common Stock, par value $0.01 per share	5,000		5,000	D
Stock Option (right to buy)	$1.72							05/20/2011	05/20/2015	Common Stock, par value $0.01 per share	5,000		5,000	D
Stock Option (right to buy)	$10.5							06/19/2008	06/19/2012	Common Stock, par value $0.01 per share	5,000		5,000	D
Stock Option (right to buy)	$3.55							05/15/2009	05/15/2013	Common Stock, par value $0.01 per share	5,000		5,000	D

Explanation of Responses:

1. David Einhorn is a Director of BioFuel Energy Corp. (the "Issuer"). Mr. Einhorn is also the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM").

2. One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer, owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.

3. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Einhorn disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account.

4. Greenlight LLC controls the voting and disposition of 95,691 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. In addition, Greenlight Fund holds 828,371 shares of class B common stock, par value $0.01 per share ("Class B Stock") of the Issuer and 828,371 LLC membership units ("Units") of BioFuel Energy, LLC (the "LLC"), which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Fund.

5. Greenlight LLC controls the voting and disposition of 478,535 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. In addition, Greenlight Qualified holds 3,057,599 shares of Class B Stock and 3,057,599 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Qualified.

6. Greenlight Inc. controls the voting and disposition of 5,221,530 shares of Common Stock held by Greenlight Capital Offshore Partners. Greenlight Inc. is the investment manager of Greenlight Capital Offshore Partners. As the president and director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Capital Offshore Partners.

7. DME controls the voting and disposition of 1,447,443 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account.

8. DME Management GP controls the voting and disposition of 61,450 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner. In addition, Greenlight Gold holds 425,426 shares of Class B Stock and 425,426 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of DME Management GP, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Gold.

9. DME CM controls the voting and disposition of 237,455 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore.

10. The transactions reported herein represent an internal reallocation of securities.

Remarks:

Exhibit List Exhibit 24: Power of Attorney executed by David Einhorn, Authorizing Harry Brandler and Daniel Roitman to sign and file this report, which was filed as Exhibit 99.2 to the Schedule 13G relating to NCR Corporation filed with the Securities and Exchange Commission on May 24, 2010, is incorporated herein by reference.

	/s/ Daniel Roitman, attorney-in-fact for David Einhorn	09/24/2010
	** Signature of Reporting Person	Date
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