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
X	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* Foxhill Capital Partners LLC (Last) (First) (Middle) 502 CARNEGIE CENTER SUITE 104 (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PENN TRAFFIC CO [ PTFC ]	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) 02/04/2010
	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, $0.01 par value	02/04/2010		S		330,000	D	$0.0558	870,000	I(1)	By Foxhill Opportunity Master Fund, L.P.(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* Foxhill Capital Partners LLC (Last) (First) (Middle) 502 CARNEGIE CENTER SUITE 104 (Street) PRINCETON NJ 08540 (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* Foxhill Opportunity Fund LP (Last) (First) (Middle) 502 CARNEGIE CENTER SUITE 104 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* Foxhill Capital (GP) LLC (Last) (First) (Middle) 502 CARNEGIE CENTER SUITE 104 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* Weiner Neil (Last) (First) (Middle) 502 CARNEGIE CENTER SUITE 104 (Street) PRINCETON NJ 08540 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* Foxhill Opportunity Master Fund LP (Last) (First) (Middle) C/O GOLDMAN SACHS (CAYMAN) TRUST LTD. HARBOUR CTR 2ND FL N CHURCH ST BOX 896 (Street) GEORGETOWN, GRAND CAYMAN (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* Foxhill Opportunity Offshore Fund Ltd (Last) (First) (Middle) C/O GOLDMAN SACHS (CAYMAN) TRUST LTD. HARBOUR CTR 2ND FL N CHURCH ST BOX 896 (Street) GEORGETOWN, GRAND CAYMAN (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

Explanation of Responses:

1. This Form 4 is filed jointly by Foxhill Opportunity Master Fund, L.P. ("Foxhill Master Fund"), Foxhill Opportunity Fund, L.P. ("Foxhill Opportunity"), Foxhill Opportunity Offshore Fund, Ltd. ("Foxhill Offshore"), Foxhill Capital (GP), LLC ("Foxhill GP"), Foxhill Capital Partners, LLC ("Foxhill Capital") and Neil Weiner (collectively, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

2. As the general partners of Foxhill Master Fund, Foxhill Opportunity and Foxhill Offshore Fund may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Master Fund. As the general partner of Foxhill Opportunity, Foxhill GP may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Master Fund. As the investment manager of each of Foxhill Master Fund, Foxhill Opportunity and Foxhill Offshore, Foxhill Capital may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Master Fund. As the managing member of Foxhill GP and Foxhill Capital, Neil Weiner may be deemed to beneficially own the shares of Common Stock beneficially owned by Foxhill Master Fund.

	By: Foxhill Capital Partners, LLC; By: /s/ Neil Weiner, its managing member	02/08/2010
	By: Foxhill Opportunity Fund, L.P.; By: Foxhill Capital (GP), LLC, its general partner, By: /s/ Neil Weiner, its managing member	02/08/2010
	By: Foxhill Capital (GP), LLC; By: /s/ Neil Weiner, its managing member	02/08/2010
	By: /s/ Neil Weiner	02/08/2010
	By: Foxhill Opportunity Master Fund, L.P.; By: /s/ Neil Weiner, authorized person	02/08/2010
	By: Foxhill Opportunity Offshore Fund, LTD.; By: /s/ Neil Weiner, director	02/08/2010
	** 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.