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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BAY HARBOUR MANAGEMENT LC (Last) (First) (Middle) 375 PARK AVENUE, 20TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PENN TRAFFIC CO [ PTFC.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/10/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01	02/10/2009		S		124,535	D	$0.8	1,788,457(1)(2)	I	See footnotes(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BAY HARBOUR MANAGEMENT LC (Last) (First) (Middle) 375 PARK AVENUE, 20TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bay Harbour Master Ltd. (Last) (First) (Middle) 375 PARK AVENUE, 20TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sozio Scott (Last) (First) (Middle) C/O BAY HARBOUR MANAGEMENT, L.C. 375 PARK AVENUE, 20TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Bay Harbour Management, L.C. ("Bay Harbour") acts as investment advisor to several entities and managed accounts (collectively, the "Funds") that own the shares subject to this Form 4. As of February 12, 2009, the Funds held an aggregate of 1,788,457 shares of the Issuer's Common Stock (including 1,347,000 shares held directly by Bay Harbour Master Ltd., one of the Funds), equal to approximately 20.7% of the total shares of the Issuer's Common Stock outstanding. As investment advisor to the Funds, Bay Harbour has voting and investment control with respect to the securities held by the Funds. Bay Harbour disclaims beneficial ownership of all securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose.

2. Mr. Sozio does not own any securities for his own account, but he serves as a director of the Issuer. Mr. Sozio, under applicable SEC regulations, may be deemed to beneficially own the reported securities because of his relationship to Bay Harbour. Mr. Sozio disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Sozio is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Anthony Morro, Vice President and General Counsel of Bay Harbour Management, L.C.	02/12/2009
	/s/ Anthony Morro, Vice President and General Counsel of the Investment Manager of Bay Harbour Master Ltd.	02/12/2009
	/s/ Scott Sozio	02/12/2009
	** 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).
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