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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
LLC Membership Units | $ 0 (4) | 06/13/2007 | (4) | Common Stock, par value $0.01 per share | 67,029 | 886,539 (1) (2) (3) | I | See Footnote (4) | |||||||
LLC Membership Units | $ 0 (5) | 06/13/2007 | (5) | Common Stock, par value $0.01 per share | 165,209 | 3,192,619 (1) (2) (3) | I | See Footnote (5) | |||||||
LLC Membership Units | $ 0 (8) | 06/13/2007 | (8) | Common Stock, par value $0.01 per share | 232,238 | 232,238 (1) (2) (3) | I | See Footnote (8) | |||||||
Stock Option (right to buy) | $ 0.73 | 05/21/2009 | A(11) | 5,000 | 05/21/2010 | 05/21/2014 | Common Stock, par value $0.01 per share | 5,000 | $ 0 | 5,000 | D | ||||
Stock Option (right to buy) | $ 1.72 | 05/20/2010 | A(11) | 5,000 | 05/20/2011 | 05/20/2015 | Common Stock, par value $0.01 per share | 5,000 | $ 0 | 5,000 | D | ||||
Stock Option (right to buy) | $ 10.5 | 06/19/2008 | 06/19/2012 | Common Stock, par value $0.01 per share | 5,000 | 5,000 | D | ||||||||
Stock Option (right to buy) | $ 3.55 | 05/15/2009 | 05/15/2013 | Common Stock, par value $0.01 per share | 5,000 | 5,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK, NY 10017 |
X |
/s/ Daniel Roitman, attorney-in-fact for David Einhorn | 05/28/2010 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | David Einhorn is a Director of BioFuel Energy Corp. (the "Issuer"). Mr. Einhorn is also the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM"). |
(2) | One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer, owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore, Ltd. ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below. |
(3) | Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), Mr. Einhorn disclaims beneficial ownership of the Common Stock except to the extent of his pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account. |
(4) | Greenlight LLC controls the voting and disposition of 102,410 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. In addition, Greenlight Fund holds 886,539 shares of class B common stock, par value $0.01 per share ("Class B Stock") of the Issuer and 886,539 LLC membership units ("Units") of BioFuel Energy, LLC (the "LLC"), which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Fund. |
(5) | Greenlight LLC controls the voting and disposition of 499,667 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. In addition, Greenlight Qualified holds 3,192,619 shares of Class B Stock and 3,192,619 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Qualified. |
(6) | Greenlight Inc. controls the voting and disposition of 5,346,065 shares of Common Stock through the account of Greenlight Offshore in Greenlight Capital Offshore Partners. Greenlight Inc. is the investment manager of Greenlight Offshore and Greenlight Capital Offshore Partners. As the president and director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Capital Offshore Partners. |
(7) | DME controls the voting and disposition of 1,447,443 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account. |
(8) | DME Management GP controls the voting and disposition of 33,599 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner. In addition, Greenlight Gold holds 232,238 shares of Class B Stock and 232,238 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be transferred to the LLC and retired. As the senior managing member of DME Management GP, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Gold. |
(9) | DME CM controls the voting and disposition of 112,920 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore. |
(10) | Grant of shares of restricted stock pursuant to the Issuer's 2007 Equity Incentive Compensation Plan. Shares vest one year after date of grant. |
(11) | Grant of stock options pursuant to the Issuer's 2007 Equity Incentive Compensation Plan. |
Remarks: Exhibit List Exhibit 24: Power of Attorney executed by David Einhorn, authorizing Harry Brandler and Daniel Roitman to sign and file this report, which was filed as Exhibit 99.2 to the Schedule 13G relating to NCR Corporation filed with the Securities and Exchange Commission on May 24, 2010, is incorporated herein by reference. |