SEC FORM 4

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^*

Tarzwell Brice

(Last)

(First)

(Middle)

C/O PAR PETROLEUM CORPORATION

1301 MCKINNEY, SUITE 2025

(Street)

HOUSTON

77010

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	07/17/2014		A		9,628	A	$0.00	22,721	D
Common stock	08/13/2014		X		4,500⁽¹⁾	A	$16	27,221	D
Common stock	11/20/2014		A		8,267⁽²⁾	A	$15.12	35,488	D
Common stock	11/20/2014		A		1,653⁽³⁾	A	$0.00	37,141	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription rights (right to buy)⁽⁴⁾	$16	08/13/2014		X			21,470⁽⁴⁾	07/22/2014	08/13/2014	Common stock	4,500	$0.00	0	D

Explanation of Responses:

1. In connection with the issuer's registered rights offering commenced on July 22, 2014 (the "Rights Offering"), the reporting person irrevocably exercised his basic subscription privilege to purchase shares of common stock issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014, the issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of common stock subscribed for by the reporting person became fixed at 4,500 shares.

2. Represents shares of stock purchased by the reporting person pursuant to the Company's stock purchase plan. The sale or transfer of the shares by such person is limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant's service with the Company or its affiliates for any reason.

3. Represents a grant of shares of restricted stock received by the reporting person. One half of the shares will vest on each of the first and second anniversaries of the grant date.

4. Under the terms of the Rights Offering, each share of common stock outstanding on July 21, 2014 received one transferable subscription right to purchase 0.21 shares of common stock at a subscription price equal to $16.00 per whole share (subject to rounding down to avoid the issuance of fractional shares).

Remarks:

	/s/ Brice Tarzwell	11/24/2014
	** 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).
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.