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*
PASSPORT MANAGEMENT LLC

(Last) (First) (Middle)
30 HOTALING PLACE, STE. 300

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IMPERIAL SUGAR CO /NEW/ [ IPSU ]
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)
03/17/2010
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 03/17/2010 S 20,394 D $15.11 1,209,121 I See footnotes(1)(2)(3)
Common Stock 03/17/2010 S 6,136 D $15.05 1,202,985 I See footnotes(1)(2)(3)
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
CALL - IPSU 100 $20 02/04/2010 04/17/2010 Common Shares 24,000 24,000 I See footnotes(1)(2)(3)
CALL - IPSU 100 $22.5 02/04/2010 04/17/2010 Common Shares 4,400 4,400 I See footnotes(1)(2)(3)
CALL - IPSU 100 $25 02/04/2010 04/17/2010 Common Shares 15,100 15,100 I See footnotes(1)(2)(3)
1. Name and Address of Reporting Person*
PASSPORT MANAGEMENT LLC

(Last) (First) (Middle)
30 HOTALING PLACE, STE. 300

(Street)
SAN FRANCISCO CA 94111

(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*
PASSPORT AGRICULTURE MASTER FUND SPC LTD FOBO PORTFOLIO A

(Last) (First) (Middle)
C/O PASSPORT MANAGEMENT LLC
30 HOTALING PLACE, SUITE 300

(Street)
SAN FRANCISCO CA 94111

(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*
BLACKWELL PARTNERS LLC

(Last) (First) (Middle)
406 BLACKWELL STREET
SUITE 300

(Street)
DURHAM NC 27701

(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*
PASSPORT PLUS LLC

(Last) (First) (Middle)
C/O PASSPORT MANAGEMENT LLC
30 HOTALING PLACE, SUITE 300

(Street)
SAN FRANCISCO CA 94111

(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*
Passport Capital, LLC

(Last) (First) (Middle)
C/O PASSPORT MANAGEMENT, LLC
30 HOTALING PLACE, STE. 300

(Street)
SAN FRANCISCO CA 94111

(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*
Burbank John Howard III

(Last) (First) (Middle)
C/O PASSPORT MANAGEMENT, LLC
30 HOTALING PLACE, STE. 300

(Street)
SAN FRANCISCO CA 94111

(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 securities beneficially owned following the reported transactions are held for the accounts of Passport Agriculture Master Fund SPC Ltd for and on behalf of portfolio A, a British Virgin Islands Segregated Portfolio Company (542,570 shares), Passport Special Opportunities Master Fund, LP, a British Virgin Islands Limited Partnership (484,915 shares), and Blackwell LLC, a Georgia Limited Liability Company (175,500 shares) ("Fund I", "Fund II" and "Fund III" respectively, and together the "Funds").
2. Passport Management, LLC, a Delaware Limited Liability Company ("Passport Management") is the investment manager to Fund I and Fund II. Passport Plus, LLC, a Delaware Limited Liability Company is the general partner to Fund II. Passport Capital, LLC, a Delaware Limited Liability Company ("Passport Capital") is the managing member of Passport Management and Passport Plus, and the investment manager to Blackwell LLC. John Burbank, a natural person ("Burbank"), is the sole managing member of Passport Capital. As a result, each of Passport Management, Passport Plus, Passport Capital, Blackwell LLC and Burbank may be considered to indirectly beneficially own the securities directly beneficially owned by the Fund.
3. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Burbank is deemed to be a beneficial owner of the shares beneficially owned by the Fund only to the extent of the greater of his respective direct or indirect interest in the profits or capital account of such Fund. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Burbank is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities owned by the Funds in excess of such amount.
/s/ Passport Agriculture Master Fund SPC Ltd for and on behalf of Portfolio A by John H. Burbank III as director 03/18/2010
/s/ Passport Special Opportunities Master Fund LP by Passport Plus LLC as managing member by Passport Capital LLC as managing member by John H. Burbank III as managing member 03/18/2010
/s/ Blackwell Partners LLC by Passport Capital LLC by John H. Burbank III as managing member 03/18/2010
/s/ Passport Plus LLC by Passport Capital LLC as managing member by John H. Burbank III as managing member 03/18/2010
/s/ Passport Management LLC by Passport Capital LLC as managing member by John H. Burbank III as managing member 03/18/2010
/s/ Passport Capital LLC by John H. Burbank III as managing member 03/18/2010
/s/ John H. Burbank III 03/18/2010
** 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).
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