SEC FORM 4

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^*

Panda Energy International Inc

(Last)

(First)

(Middle)

4100 SPRING VALLEY ROAD, SUITE 1001

(Street)

DALLAS

75224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PANDA ETHANOL, INC. [ PDAE ]

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)
10/07/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	10/07/2008		P		6,515,471	A	⁽¹⁾	6,515,471	I	PLC II, LLC⁽²⁾
Common Stock, par value $0.001 per share								14,652,520	D
Common Stock, par value $0.001 per share								231,287	I	Panda Energy Management, LP⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$0.25	10/07/2008		P		25,000		10/07/2008	10/01/2013	Common Stock, par value $0.001 per share	10,000,000	$100	25,000	I	PLC II, LLC⁽²⁾
Common Stock Purchase Warrant	$0.25	10/07/2008		P		1		10/07/2008	10/07/2013	Common Stock, par value $0.001 per share	5,967,262	⁽⁴⁾	1	I	PLC II, LLC⁽²⁾

Explanation of Responses:

1. The outstanding principal and interest amount of $1,628,868 owed by Panda Ethanol, Inc. to Panda Energy International, Inc. pursuant to the Amended and Restated Loan Agreement, dated July 29, 2008, by and between the Company and Panda EnergyInternational, Inc. (the "Loan Agreement") was converted to 6,515,471 shares of Panda Ethanol's common stock, to be issued to PLC II. Upon such conversion, the Loan Agreement and the promissory note evidencing such borrowing was terminated and cancelled.

2. PLC II, LLC is a wholly-owned subsidiary of Panda Energy International, Inc.

3. Panda Energy Management, LP is a wholly-owned subsidiary of Panda Energy International, Inc.

4. This warrant was issued as a condition to Panda Energy International, Inc.'s purchase of the Series A Convertible Preferred Stock.

	Todd W. Carter, President, Panda Energy International, Inc.	10/10/2008
	** 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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