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*
Zell Credit Opportunities Master Fund, L.P.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAR PETROLEUM CORP/CO [ PARR ]
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)
09/25/2013
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 09/25/2013 P 4,482,920(1) A $13.9(1) 9,722,919(1) D(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*
Zell Credit Opportunities Master Fund, L.P.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA, SUITE 600

(Street)
CHICAGO IL 60606

(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*
CHAI TRUST CO LLC

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(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*
ZCOF Par Petroleum Holdings, L.L.C.

(Last) (First) (Middle)
TWO NORTH RIVERSIDE PLAZA
SUITE 600

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares of common stock, par value $0.01 per share (the "Common Stock") of Par Petroleum Corporation (the "Issuer") were acquired by ZCOF Par Petroleum Holdings, L.L.C., a Delaware limited liability company ("Holdings"), a wholly-owned subsidiary of Zell Credit Opportunities Master Fund, L.P., a Delaware limited partnership ("Master Fund") on September 25, 2013, prior to the 1:10 reverse stock split by the Issuer effective on January 29, 2014. The numbers reported here have been updated to reflect this stock split.
2. Holdings directly holds 4,482,920 shares of Common Stock of the Issuer. Master Fund directly holds 5,239,999 shares of Common Stock of the Issuer. Because Master Fund is the sole member of Holdings, Master Fund may be deemed to beneficially own the 4,482,920 shares of Common Stock of the Issuer held directly by Holdings. Master Fund is a limited partnership, the general partner of which is Chai Trust Company, LLC, an Illinois limited liability company ("General Partner"). Because General Partner is the sole general partner of Master Fund, it may be deemed to beneficially own the 9,722,919 shares of Common Stock of the Issuer held directly by Master Fund and Holdings, as applicable.
Remarks:
Zell Credit Opportunities Master Fund, L.P.; By: Chai Trust Company, LLC, its General Partner; By: /s/ Phillip G. Tinkler, Chief Financial Officer 08/15/2014
Chai Trust Company, LLC; By: /s/ Phillip G. Tinkler, Chief Financial Officer 08/15/2014
ZCOF Par Petroleum Holdings, L.L.C.; By: /s/ Phillip G. Tinkler, Vice President 08/15/2014
** 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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