SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

AFRICA ISRAEL INVESTMENTS LTD

(Last)

(First)

(Middle)

4 HACHORESH STREET

(Street)

YEHAD

56470

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2009

3. Issuer Name and Ticker or Trading Symbol
Alon USA Energy, Inc. [ ALJ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	2,579,774	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	03/18/2010⁽¹⁾⁽²⁾⁽³⁾	07/01/2011⁽⁴⁾	Common Stock, par value $0.01 per share	3,675,539⁽⁵⁾	$0⁽⁶⁾	D

Explanation of Responses:

1. The Reporting Person's acquisition of a 10% beneficial ownership in the Issuer's Common Stock, par value $0.01 per share ("Common Stock") has resulted from the entry by the Reporting Person's affiliate, Africa-Israel Trade & Agencies Ltd ("Africa-Israel Trade"), into a share exchange transaction (the rights related to which were immediately assigned by Africa-Israel Trade to the Reporting Person) with Alon Israel Oil Company, Ltd. ("Alon Israel") on September 17, 2009 (the "Share Exchange Transaction") whereby the Reporting Person acquired (i) the 2,579,774 shares of Common Stock reported in Table I (the "Shares") and (ii) an option (the "Option") to acquire up to an additional 3,675,539 shares of Common Stock from Alon Israel that is reported in Table II. (continued in footnote (2))

2. (continued from footnote (1)) - However, because the Option was not exercisable within 60 days of September 17, 2009, the Reporting Person did not possess 10% beneficial ownership immediately upon the consummation of such transaction and was therefore not required to file a Form 3 at such time. As described in footnote 3 below, the Option is now exercisable within 60 days of the date hereof, and the Reporting Person is therefore filing this Form 3 currently.

3. The Option may only be exercised one time by the Reporting Person, for all shares issuable thereunder ("Option Shares") during one of the following exercise periods: (i) during the first five trading days of the trading period window for the Common Stock on or after January 1, 2010 (which window will open two trading days after the filing of the Issuer's Form 10-K for the 2009 year, which is due on March 16, 2010); (ii) during the first five trading days of the trading period window for the Common Stock on or after July 1, 2010 (which window will open two trading days after the filing of the Issuer's Form 10-Q for the second quarter of 2010, which is due on August 10, 2010); or (iii) during the first five trading days of the trading period window for the Common Stock on or after January 1, 2011 (which window will open two trading days after the filing of the Issuer's Form 10-K for 2010, due on March 16, 2011).

4. Such date represents the date on which the Option will be deemed exercised mandatorily (the "Mandatory Exercise Date"), without any action required on the part of the Reporting Person, in the event that it is not exercised during any of the exercise periods described in footnote (3) above.

5. This number of shares reflects the maximum number of Option Shares issuable to the Reporting Person upon exercise of the Option. The actual number of Option Shares to be issued upon exercise will be determined under a formula that is appended to the agreement for the Share Exchange Transaction.

6. The Option is exercisable by the Reporting Person for no additional cash consideration. The primary consideration with respect to the Reporting Person's acquisition of the Option Shares was provided by Africa-Israel Trade under the Share Exchange Transaction, pursuant to which Africa-Israel Trade surrendered shares of Alon Israel to Alon Israel in exchange for the Shares and the Option (and, by extension, the right to acquire the Option Shares). As additional consideration for the Shares, the Option and the Option Shares, the Reporting Person (as assignee of Africa-Israel Trade) has furthermore agreed to be bound by the terms and conditions of the agreement pursuant to which the Share Exchange Transaction was consummated.

	/s/ Ron Fainaro, Chief Financial Officer, on behalf of Africa-Israel Investments Ltd.	03/01/2010
	** 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 5 (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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