| 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
EVERGREEN ENERGY INC [ EEE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/20/2006 | ||||||||||||||||||||||||||
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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 | 12/20/2006 | M | 60,000(4) | A | $528,000 | 3,430,900 | I | See Footnotes(1)(2)(3) | ||
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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 | ||||||||
| Director Stock Option (Right to Buy) | $8.2 | 12/20/2006 | X | 30,000(4) | 06/25/2004 | 06/24/2011 | Common Stock | 30,000(4) | $0 | 0 | D(4) | ||||
| Director Stock Option (Right to Buy) | $9.4 | 12/20/2006 | X | 30,000(4) | 03/25/2004 | 03/24/2011 | Common Stock | 30,000(4) | $0 | 0 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reporting persons ("Reporting Persons") are Westcliff Capital Management, LLC, an investment adviser ("WCM") and Richard S. Spencer III ("Spencer"), a manager and the majority member of WCM. WCM acts as investment adviser and/or general partner for various accounts and investment funds that own the issuer's securities. WCM has the right to designate two persons for appointment to the Issuer's board of directors in certain circumstances. Until September 30, 2006, Spencer served as a member of that board. WCM has not nominated any replacement for Spencer or otherwise exercised its nomination right since that date, and has no representative on the issuer's board of directors. Each Reporting Person disclaims membership in a group with any non-reporting person within the meaning of Rule 13d-5(b)(i) and Rule 16a-1(a)(1) under the Exchange Act. |
| 2. This amount includes securities owned directly and in various accounts managed by WCM. These accounts include investment limited partnerships of which WCM is the general partner and investment adviser and other accounts in which neither WCM nor Spencer has any ownership or other economic interest other than entitlement to investment advisory compensation. Spencer and WCM disclaim beneficial ownership of any securities except to the extent of their respective pecuniary interests. |
| 3. Some accounts pay WCM performance-based compensation; others pay only asset-based compensation. WCM may, in the future, become entitled to performance-based compensation from one or more of the accounts that currently pay only asset-based compensation. WCM and Spencer specifically disclaim any beneficial interest in securities held by accounts that do not pay performance-based compensation and in securities held by accounts that do pay performance-based compensation except to the extent WCM receives such compensation under circumstances in which that receipt does not qualify for the exclusion in Rule 16a-1(a)(2)(ii)(C)(1) and (2). |
| 4. The reporting person for these transactions (exercises of options granted to Spencer as a director of the Issuer exempt under Rule 16b-3) is Spencer only. Spencer holds the shares of the Issuer's common stock issued upon exercise of the options directly. |
| Remarks: |
| Westcliff Capital Management, LLC By: /s/ Richard S. Spencer III Richard S. Spencer III, Manager and Majority Member | 12/22/2006 | |
| /s/ Richard S. Spencer III Richard S. Spencer III | 12/22/2006 | |
| ** 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. | ||