| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PLATINUM ENERGY RESOURCES INC [ PGRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, par value $0.0001 per share. | 03/05/2010 | P(1)(2)(3)(4)(5) | 933,130 | A | (1)(2)(3)(4)(5) | 12,715,263 | D(1)(2)(3)(4)(5) | |||
| Common Stock, par value $0.0001 per share. | 03/05/2010 | J(1)(2)(3)(4)(5) | 933,130 | A | (1)(2)(3)(4)(5) | 12,715,263 | I(1)(2)(3)(4)(5) | See footnotes(1)(2)(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This is a joint filing by Pacific International Group Holdings LLC ("Pacific") and Syd Ghermezian (collectively, the "Reporting Persons"). (continued in footnote 2) |
| 2. (continued from footnote 1) On March 5, 2010, Pacific agreed to acquire 933,130 shares of Common Stock from Barry Kostiner in exchange for a cash payment in the amount of $115,000 and a mutual release of all claims arising from previous agreements between Mr. Kostiner, on the one hand, and Pacific and certain of its affiliates, on the other hand, pursuant to a Mutual Release and Settlement Agreement. (continued in footnote 3) |
| 3. (continued from footnote 2) The released claims against Mr. Kostiner included claims related to disputed indebtedness of Mr. Kostiner under a promissory note in the amount of $1.5 million. However, the Reporting Persons believe that the value of such indebtedness was significantly less than the principal amount thereof as it was highly unlikely that any of the principal amount could have been collected. (continued in footnote 4) |
| 4. (continued from footnote 3) The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific. Syd Ghermezian is the Manager of Pacific. As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock that Pacific may be deemed to directly beneficially own. Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the 933,130 shares of Common Stock that Pacific has agreed to acquire. (continued in footnote 5) |
| 5. (continued from footnote 4) Pacific and Mr. Ghermezian may be regarded as a group. However, Pacific and Mr. Ghermezian disclaim beneficial ownership of the securities owned directly or indirectly by each other, except for their respective pecuniary interests therein. Pacific and Mr. Ghermezian also disclaim membership in any group. This filing shall not constitute an acknowledgement that either Pacific or Mr. Ghermezian is part of any group. |
| PACIFIC INTERNATIONAL GROUP HOLDINGS LLC, By: Syd Ghermezian, Manager | 03/09/2010 | |
| /s/ Syd Ghermezian | 03/09/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||