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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PURE BIOFUELS CORP [ PBOF ]	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) 08/05/2008
	4. If Amendment, Date of 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

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
Common Stock, par value $0.001 per share	08/05/2008		J(1)		78,033,765	A	$0(1)	89,683,765	D(6)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant	$0.3(2)(4)	08/05/2008		J(1)			1	11/21/2007(5)	09/12/2014	Common Stock, par value $0.001 per share	56,938,245(2)	$0(1)(2)	0	D(7)
Warrant	$0.3(3)(4)	08/05/2008		J(1)			1	01/24/2008	01/24/2015	Common Stock, par value $0.001 per share	2,166,667(3)	$0(1)(3)	0	D(7)
Warrant	$0.01(3)	08/05/2008		J(1)			1	01/24/2008	01/24/2015	Common Stock, par value $0.001 per share	122,605(3)	$0(1)(3)	0	D(7)

1. Name and Address of Reporting Person* PLAINFIELD ASSET MANAGEMENT LLC (Last) (First) (Middle) 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD. (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Plainfield Peru I LLC (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Plainfield Peru II LLC (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HOLMES MAX (Last) (First) (Middle) C/O PLAINFIELD ASSET MANAGEMENT LLC 55 RAILROAD AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On August 5, 2008, Pure Biofuels Corp. (the "Issuer") entered into a warrant exchange agreement (the "Warrant Exchange Agreement") with Plainfield Peru II LLC. Pursuant to the Warrant Exchange Agreement, the Issuer agreed to issue 78,033,765 shares of Common Stock for (A) Plainfield Peru II LLC's holdings of warrants to purchase (i) 59,104,912 shares of Common Stock at an exercise price of $0.30 and (ii) 122,605 shares of Common Stock at an exercise price of $0.01; and (B) Plainfield Peru II LLC's right to acquire warrants to purchase 57,823,130 shares of Common Stock at an exercise price to be determined but not greater than $0.30.

2. Pursuant to the terms of a Securities Purchase Agreement dated as of September 12, 2007 by and among the Issuer, Plainfield Peru I LLC and Plainfield Peru II LLC (the "Purchase Agreement"), Plainfield Peru I LLC and Plainfield Peru II LLC purchased the 11,000,000 shares of Common Stock, a convertible note with a principal amount of $10,000,000 convertible into Common Stock at a conversion price of $0.60, and warrants to purchase 56,938,245 shares of Common Stock at an exercise price of $0.60 for a purchase price of $10,000,000.

3. On January 24, 2008, the Issuer issued to Plainfield Peru II LLC warrants to purchase 122,605 shares of Common Stock at an exercise price of $0.01 and warrants to purchase 2,166,667 shares of Common Stock at an exercise price of $0.60 pursuant to the anti-dilution provisions contained in Section 3.6(m) of the Purchase Agreement.

4. The Issuer entered into a First Amendment to Securities Purchase Agreement, dated as of March 26, 2008 with Plainfield Peru I LLC and Plainfield Peru II LLC (the "First Amendment") which amended the Purchase Agreement. Pursuant to the First Amendment, the exercise price of warrants exercisable into 59,104,912 shares of Common Stock was reduced from $0.60 to $0.30.

5. This warrant became exercisable upon effectiveness of an amendment to the articles of incorporation of the Issuer to increase the authorized Common Stock of the issuer to a number sufficient to support the issuance of the Common Stock underlying the warrant.

6. These shares are owned directly by Plainfield Peru II LLC, a Delaware limited liability company, and indirectly by Plainfield Special Situations Master Fund Limited, Plainfield Asset Management LLC and Max Holmes. Plainfield Special Situations Master Fund Limited, a Cayman Islands exempted company, is the sole member of Plainfield Peru II LLC. Plainfield Asset Management LLC, a Delaware limited liability company, is the manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all such shares, except to the extent to which each holds a pecuniary interest therein.

7. The warrants were owned directly by Plainfield Peru II LLC, and indirectly by Plainfield Special Situations Master Fund Limited, Plainfield Asset Management LLC and Max Holmes. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of Plainfield Peru II LLC. Plainfield Asset Management LLC, a Delaware limited liability company, is the manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all such warrants and the shares into which they were exercisable, except to the extent to which each holds a pecuniary interest therein.

Remarks:

* Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, attached as Exhibit 24 to Plainfield Asset Management LLC's Form 3 with respect to Pure Biofuels Corp., filed September 21, 2007 and incorporated herein by reference.

	PLAINFIELD ASSET MANAGEMENT LLC by /s/ THOMAS X. FRITSCH, Managing Director and General Counsel	08/07/2008
	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED by /s/ THOMAS X. FRITSCH, Authorized Individual	08/07/2008
	PLAINFIELD PERU I LLC by /s/ Steven Segaloff, Senior Vice President	08/07/2008
	PLAINFIELD PERU II LLC by /s/ Steven Segaloff, Senior Vice President	08/07/2008
	MAX HOLMES by /s/ THOMAS X. FRITSCH, Attorney-in-Fact*	08/07/2008
	** Signature of Reporting Person	Date
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