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*
Zuniga Pflucker Manuel Pablo
(Last) (First) (Middle)
580 WESTLAKE PARK BLVD
SUITE 525
(Street)
HOUSTON TX 77079
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BPZ RESOURCES, INC. [ BZP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008
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)
Code V Amount (A) or (D) Price
Common Stock 08/28/2008 S 6,636(1)(7) D $20.2696(4) 5,114,880 D
Common Stock 08/28/2008 S 864(2)(7) D $20.881(5) 5,114,016 D
Common Stock 08/29/2008 S 6,300(3)(7) D $19.9973(6) 5,107,716 D
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
Explanation of Responses:
1. Represents 60 independent sales of: 200 Shares at $19.82,100 Shares at $19.86,190 Shares at $19.88,400 Shares at $19.89,100 Shares at $19.91,100 Shares at $19.92,100 Shares at $19.94,100 Shares at $19.97,200 Shares at $19.99,300 Shares at $20,100 Shares at $20.05,100 Shares at $20.08,200 Shares at $20.09,100 Shares at $20.1,100 Shares at $20.11,100 Shares at $20.12,300 Shares at $20.13,200 Shares at $20.14,100 Shares at $20.16,200 Shares at $20.2,100 Shares at $20.21,100 Shares at $20.25,100 Shares at $20.27,100 Shares at $20.32,100 Shares at $20.33,200 Shares at $20.37,100 Shares at $20.4,300 Shares at $20.43,159 Shares at $20.44,187 Shares at $20.46,200 Shares at $20.47,100 Shares at $20.49,100 Shares at $20.53,100 Shares at $20.54,100 Shares at $20.55,100 Shares at $20.56,100 Shares at $20.57,100 Shares at $20.58,100 Shares at $20.59,100 Shares at $20.7,100 Shares at $20.72,300 Shares at $20.75,200 Shares at $20.76,100 Shares at $20.77 and 100 Shares at $20.79.
2. Represents 9 independent sales of: 300 Shares at $20.83,200 Shares at $20.84,100 Shares at $20.91,64 Shares at $20.94,100 Shares at $20.96 and 100 Shares at $20.97.
3. Represents 55 independent sales of:100 Shares at $19.61,100 Shares at $19.62,200 Shares at $19.63,200 Shares at $19.64,100 Shares at $19.645,200 Shares at $19.65,100 Shares at $19.655,200 Shares at $19.66,100 Shares at $19.67,100 Shares at $19.68,100 Shares at $19.69,200 Shares at $19.71,300 Shares at $19.72,100 Shares at $19.76,200 Shares at $19.92,100 Shares at $19.94,200 Shares at $19.96,100 Shares at $19.99,200 Shares at $20,100 Shares at $20.04,100 Shares at $20.05,200 Shares at $20.06,100 Shares at $20.07,200 Shares at $20.08,200 Shares at $20.1,100 Shares at $20.11,100 Shares at $20.12,300 Shares at $20.15,100 Shares at $20.16,300 Shares at $20.17,300 Shares at $20.19,100 Shares at $20.2,300 Shares at $20.22,200 Shares at $20.24,100 Shares at $20.25,100 Shares at $20.27,200 Shares at $20.47,100 Shares at $20.51 and 200 Shares at $20.6.
4. Execution price of each trade was between $19.82 and $20.79.
5. Execution price of each trade was between $20.83 and $20.97.
6. Execution price of each trade was between $19.61 and $20.60.
7. These shares were sold pursuant to the provisions of a Rule 10b(5)-1 Plan established in June 2008.
/s/ Manuel Pablo Zuniga-Pflucker 09/02/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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