Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Pacific Coast Energy Co LP
  2. Issuer Name and Ticker or Trading Symbol
Pacific Coast Oil Trust [ROYT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
515 SOUTH FLOWER STREET, SUITE 4800
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2012
(Street)

LOS ANGELES, CA 90071
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Trust Units representing Beneficial Interests 05/08/2012   S   18,500,000 D $ 20 (1) 20,083,158 D (2)  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Pacific Coast Energy Co LP
515 SOUTH FLOWER STREET, SUITE 4800
LOS ANGELES, CA 90071
    X    
Greenhill Capital Partners II L P
300 PARK AVENUE
NEW YORK, NY 10022
    X    
GCP Managing Partner II, L.P.
300 PARK AVENUE
NEW YORK, NY 10022
    X    
GREENHILL CAPITAL PARTNERS, LLC
300 PARK AVENUE
NEW YORK, NY 10022
    X    
GREENHILL & CO INC
300 PARK AVENUE
NEW YORK, NY 10022
    X    

Signatures

 /s/ Pacific Coast Energy Company LP By: Dee Alaniz, attorney-in-fact   05/10/2012
**Signature of Reporting Person Date

 /s/ Greenhill Capital Partners II, L.P. By: Dee Alaniz, attorney-in-fact   05/10/2012
**Signature of Reporting Person Date

 /s/ GCP Managing Partner II, L.P. By: Dee Alaniz, attorney-in-fact   05/10/2012
**Signature of Reporting Person Date

 /s/ Greenhill Capital Partners, LLC By: Dee Alaniz, attorney-in-fact   05/10/2012
**Signature of Reporting Person Date

 /s/ Greenhill & Co., Inc. By: Dee Alaniz, attorney-in-fact   05/10/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On May 8, 2012, in connection with a registered public offering by the Issuer of its Trust Units representing Beneficial Interests in the Issuer ("Trust Units"), Pacific Coast Energy Company LP, a Delaware limited partnership ("PCEC"), sold 18,500,000 Trust Units to the public in the registered public offering.
(2) PCEC directly owns the Trust Units. All other reporting persons' ownership is indirect through PCEC.

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