Amendment No. 5 to Schedule 13D

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

3,603,196

Sole Dispositive Power

0

Shared Dispositive Power

3,603,196

0001193125-17-087628.txt : 20170320 0001193125-17-087628.hdr.sgml : 20170320 20170317180357 ACCESSION NUMBER: 0001193125-17-087628 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170320 DATE AS OF CHANGE: 20170317 GROUP MEMBERS: CANDLEWOOD INVESTMENT GROUP GENERAL, LLC GROUP MEMBERS: CANDLEWOOD SPECIAL SITUATIONS GENERAL, LLC GROUP MEMBERS: CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD. GROUP MEMBERS: DAVID KOENIG GROUP MEMBERS: JONATHAN WEISS GROUP MEMBERS: MICHAEL LAU GROUP MEMBERS: PHIL DESANTIS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Ethanol, Inc. CENTRAL INDEX KEY: 0000778164 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 412170618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51517 FILM NUMBER: 17699377 BUSINESS ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 BUSINESS PHONE: 916-403-2123 MAIL ADDRESS: STREET 1: 400 CAPITOL MALL, SUITE 2060 CITY: SACRAMENTO STATE: CA ZIP: 95814 FORMER COMPANY: FORMER CONFORMED NAME: ACCESSITY CORP DATE OF NAME CHANGE: 20030627 FORMER COMPANY: FORMER CONFORMED NAME: DRIVERSSHIELD COM CORP DATE OF NAME CHANGE: 20001115 FORMER COMPANY: FORMER CONFORMED NAME: FIRST PRIORITY GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Candlewood Investment Group, LP CENTRAL INDEX KEY: 0001531741 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: SUITE C-303 CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 212-493-4495 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE STREET 2: SUITE C-303 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 d323296dsc13da.htm AMENDMENT NO. 5 TO SCHEDULE 13D Amendment No. 5 to Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Pacific Ethanol, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

69423U305

(CUSIP Number)

Janet Miller

Chief Operating Officer and General Counsel

Candlewood Investment Group, LP

555 Theodore Fremd Ave., Suite C-303

Rye, NY 10580

(212) 493-4495

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 16, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 69423U305


1.		Names of Reporting Persons. Candlewood Investment Group, LP
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 69423U305


1.		Names of Reporting Persons. Michael Lau
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States


CUSIP No. 69423U305


1.		Names of Reporting Persons. David Koenig
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States


CUSIP No. 69423U305


1.		Names of Reporting Persons. Phil DeSantis
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States


CUSIP No. 69423U305


1.		Names of Reporting Persons. Jonathan Weiss
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States


CUSIP No. 69423U305


1.		Names of Reporting Persons. Candlewood Investment Group General, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 69423U305


1.		Names of Reporting Persons. Candlewood Special Situations General, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware


CUSIP No. 69423U305


1.		Names of Reporting Persons. Candlewood Special Situations Master Fund, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Cayman Islands

Item 5.

Interest in Securities of the Issuer

Item 5 is amended and restated as follows:

(a)-(b) The information set forth in rows 7 through 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on 39,811,296 outstanding shares of Common Stock as of March 15, 2017, as reported in the Issuer’s Form 10-K filed on March 15, 2017. Certain private investment funds advised by the Investment Manager, including the Special Situations Fund, directly hold the shares of Common Stock. The Fund GP serves as general partner to certain of these private investment funds, including the Special Situations Fund.

The Special Situations Fund and certain other private investment funds advised by the Investment Manager also directly hold shares of non-voting common stock, $0.001 par value, of the Issuer (the “Non-Voting Common Stock”). The Special Situations Fund holds 1,797,147 shares of Non-Voting Common Stock and certain other private investment funds advised by the Investment Manager hold, in the aggregate, 285,941 shares of Non-Voting Common Stock. The Non-Voting Common Stock are convertible on a one-for-one basis into Common Stock (i) if the holder of such shares of Non-Voting Common Stock and any of its affiliates would not, after such conversion, beneficially own greater than 9.99% of the Company’s outstanding shares of Common Stock and (ii) no earlier than sixty-one days after the Company receives a notice of conversion from the holder. Because the Reporting Persons cannot acquire such converted Common Stock within sixty days, they do not have beneficial ownership of such converted Common Stock.

(c) Schedule B sets forth all transactions with respect to the Common Stock effected by any Reporting Person and any person named in Schedule A since the filing of Amendment No. 4 to the Schedule 13D.

(d) The private investment funds advised by the Investment Manager that directly hold the shares of Common Stock have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock (the “Economic Interest”) reported as beneficially owned by the Investment Manager, the Fund GP, the Manager GP and the Managing Partners. The Economic Interest of the Special Situations Fund exceeds five percent of the Common Stock.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 17, 2017


CANDLEWOOD INVESTMENT GROUP, LP

By:		/s/ Janet Miller
Name:		Janet Miller
Title:		COO/GC/Authorized Person

CANDLEWOOD INVESTMENT GROUP GENERAL, LLC

By:		/s/ Michael Lau
Name:		Michael Lau
Title:		Manager

CANDLEWOOD SPECIAL SITUATIONS MASTER FUND, LTD.

By:		/s/ David Koenig
Name:		David Koenig
Title:		Portfolio Manager

CANDLEWOOD SPECIAL SITUATIONS GENERAL, LLC

By:		/s/ Michael Lau
Name:		Michael Lau
Title:		Class A Member

		/s/ Michael Lau
		Michael Lau

		/s/ David Koenig
		David Koenig

		/s/ Phil DeSantis
		Phil DeSantis

		/s/ Jonathan Weiss
		Jonathan Weiss

Schedule B

Except as otherwise noted below, all such transactions were sales of Common Stock effected in the open market.


Name	Date of Transaction		Amount of Securities			Price per Share
Special Situations Fund		March 15, 2017		93,724	⁽¹⁾	$	6.7612	⁽²⁾
Funds advised by the Investment Manager		March 15, 2017		1,382	⁽¹⁾	$	6.7612	⁽²⁾
Special Situations Fund		March 15, 2017		246,368	⁽¹⁾	$	6.70
Funds advised by the Investment Manager		March 15, 2017		3,632	⁽¹⁾	$	6.70
Special Situations Fund		March 16, 2017		134,162	⁽¹⁾	$	6.7223	⁽³⁾
Funds advised by the Investment Manager		March 16, 2017		1,978	⁽¹⁾	$	6.7223	⁽³⁾
Special Situations Fund		March 16, 2017		246,368	⁽¹⁾	$	6.70
Funds advised by the Investment Manager		March 16, 2017		3,632	⁽¹⁾	$	6.70
Special Situations Fund		March 17, 2017		87,712	⁽¹⁾	$	6.7351	⁽⁴⁾
Funds advised by the Investment Manager		March 17, 2017		1,293	⁽¹⁾	$	6.7351	⁽⁴⁾
Special Situations Fund		March 17, 2017		344,915	⁽¹⁾	$	6.65
Funds advised by the Investment Manager		March 17, 2017		5,085	⁽¹⁾	$	6.65
Special Situations Fund		March 17, 2017		246,368	⁽¹⁾	$	6.70
Funds advised by the Investment Manager		March 17, 2017		3,632	⁽¹⁾	$	6.70

(1)	The shares sold were allocated among the selling private investment funds pursuant to the Investment Manager’s trade allocation policy.

(2)

The transactions were executed in multiple trades at prices ranging from $6.70 to $7.05. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the staff of the Securities and Exchange Commission.

(3)

The transactions were executed in multiple trades at prices ranging from $6.70 to $6.85. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the staff of the Securities and Exchange Commission.

(4)

The transactions were executed in multiple trades at prices ranging from $6.70 to $6.78. The price above reflects the weighted average sales price. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the staff of the Securities and Exchange Commission.