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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Alon USA Energy, Inc. [ ALJ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2009 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 $0.01 per share | 12/31/2009(1) | C | 7,351,051(2) | A | $14.3925(2) | 40,952,082 | D | |||
Common Stock, par value $0.01 per share | 231,015 | I | By Tabris Investments Inc. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Exchangeable Series A Preferred Stock(3) | $14.3925(2) | 12/31/2009 | C | 80,000 | 12/31/2009(1) | 12/31/2009(1) | Common Stock, par value $0.01 per share | 7,351,051(2) | $1,000 | 0 | D |
Explanation of Responses: |
1. On December 31, 2009, the Reporting Person, the Issuer and two of the Issuer's subsidiaries, Alon Refining Louisiana, Inc. ("Alon Louisiana") and Alon Louisiana Holdings, Inc. entered into an amendment (the "First Amendment") to the Amended and Restated Stockholders Agreement dated March 31, 2009 (the "Stockholders Agreement"). The First Amendment provides for (i) the original mandatory exchange date for Series A Preferred Stock (the "Preferred Stock"), par value $1,000 per share of Alon Louisiana, exchangeable for shares of Common Stock (the "Common Stock"), par value $0.01 per share of the Issuer, to be accelerated from July 3, 2011 to the date of the First Amendment and (ii) the issuance of 7,351,051 shares of the Common Stock in exchange for the Preferred Stock. |
2. 7,351,051 represents the aggregate number of shares of Common Stock which would be issued on the original mandatory exchange date of July 3, 2011 determined by dividing (i) the aggregate par value of the Preferred Stock plus the amount of dividends accruing on the Preferred Stock through such date, by (ii) 14.3925 (the per share value for the Common Stock established for purposes of the exchange under the Stockholders Agreement). |
3. Series A Preferred Stock, par value $1,000 per share of Alon Refining Louisiana, Inc. (a subsidiary of the Issuer) exchangeable for shares of Common Stock, par value $0.01 per share of the Issuer. |
Remarks: |
/s/Sarah Braley Campbell Sarah Braley Campbell, Attorney-in-Fact for Alon Israel Oil Company, Ltd. | 01/05/2010 | |
** 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 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |