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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PENN OCTANE CORP [ POCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 1,115,500 | I | Paradigm Capital / Apogee Fund(1) | |||||||
Common Stock | 10/12/2004 | P | 1,500 | A | $0.88 | 1,500 | D | |||
Common Stock | 10/13/2004 | P | 37,000 | A | $0.94 | 38,500 | D | |||
Common Stock | 10/18/2004 | P | 21,000 | A | $0.965 | 59,500 | D | |||
Common Stock | 10/19/2004 | P | 2,200 | A | $0.95 | 61,700 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Purchase Warrants | $1.3505(2) | 11/16/2001 | 11/15/2006 | Common Stock | 20,000 | 20,000 | D | ||||||||
Purchase Warrants | $1.3505(2) | 11/16/2001(3) | 11/15/2006 | Common Stock | 10,000 | 10,000 | D | ||||||||
Purchase Warrants | $0.8376(2) | 11/16/2002(3) | 11/15/2007 | Common Stock | 10,000 | 10,000 | D | ||||||||
Purchase Warrants | $0.963(2) | 11/16/2003(3) | 11/15/2008 | Common Stock | 10,000 | 10,000 | D |
Explanation of Responses: |
1. The reporting person is the President of Paradigm Capital Corporation, a Texas Corporation, which in turn is the sole general partner of The Apogee Fund, L.P., a Delaware Limited Partnership. All of the referenced securities are owned of record by the Apogee Fund, and beneficial ownership of such securities is attributable to the Reporting Person and Paradigm Capital solely by reason of their shared voting and disposition power with respect to assets of The Apogee Fund. The Reporting Person disclaims beneficial ownership of the shares reported, except any shares attributable to him by virtue of his ownership interest in Paradigm Capital and Paradigm Capital's general partner interest in The Apogee Fund. |
2. The exercise prices for all outstanding warrants to purchase common stock were adjusted in connection with a pro-rata distribution on September 30, 2004, of all limited partner interests of Rio Vista Energy Partners L.P., a former subsidiary of Penn Octane Corporation, to all stockholders of Penn Octane Corporation. |
3. The purchase warrants vest ratably over a one year period from date of issuance. |
Remarks: |
Emmett M. Murphy | 11/02/2004 | |
** 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. |