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
PLATINUM ENERGY RESOURCES INC [ PGRI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/28/2009 | ||||||||||||||||||||||||||
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 $0.0001 per share | 05/28/2009 | J(1)(2)(3)(4)(5) | 974,419 | A | $0.5 | 5,167,940 | I(1)(2)(3)(4)(5) | See footnotes(1)(2)(3)(4)(5) | ||
Common Stock, par value $0.0001 per share | 06/01/2009 | J(1)(2)(3)(4)(5) | 4,193,521 | A | (1)(2)(3)(4)(5) | 5,167,940 | I(1)(2)(3)(4)(5) | See footnotes(1)(2)(3)(4)(5) |
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 | ||||||||
Warrants to purchase Common Stock, par value $0.0001/share | $6 | 06/01/2009 | J | 5,544,300 | 06/01/2009 | 10/23/2009 | Common Stock, par value $0.0001 per share | 5,544,300 | (1)(2)(3)(4)(5) | 5,544,300 | I(1)(2)(3)(4)(5) | See footnotes(1)(2)(3)(4)(5) |
Explanation of Responses: |
1. This filing is being made by Syd Ghermezian. On May 28, 2009, Pacific International Group Holdings LLC ("Pacific") purchased 974,419 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Platinum Energy Resources Inc. in a private secondary market sale exempt from registration. (continued in footnote 2) |
2. (continued from footnote 1) On June 1, 2009, Braesridge Energy LLC ("BEL") transferred to Pacific direct beneficial ownership with sole voting and dispositive power of 2,496,121 shares of Common Stock and Warrants to purchase and additional 5,544,300 shares of Common Stock. No actual funds were exchanged in this transfer between affiliates. (continued in footnote 3) |
3. (continued from footnote 2) On June 1, 2009 Regent Venture V LLC ("Regent") transferred to Pacific direct beneficial ownership with sole voting and dispositive power of 1,697,400 shares of Common Stock. No actual funds were exchanged in this transfer between affiliates. In the aggregate, Pacific received from BEL and Regent 4,193,521 shares of Common Stock and Warrants to purchase an additional 5,544,300 shares of Common Stock.(continued in footnote 4) |
4. (continued from footnote 3) The ultimate economic interest in Pacific is held by certain members of the Ghermezian family through their direct or indirect ownership of various entities that own Pacific. Syd Ghermezian is the Manager of Pacific. As such, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of the shares of Common Stock and Warrants that Pacific may be deemed to directly beneficially own. Therefore, Mr. Ghermezian may be deemed to be the indirect beneficial owner with shared voting and dispositive power of 5,167,940 shares of Common Stock and Warrants to purchase an additional 5,544,300 shares of Common Stock. (continued in footnote 5) |
5. (continued from footnote 4) Mr. Ghermezian may be regarded as part of a group with Pacific. However, Mr. Ghermezian disclaims beneficial ownership of the securities owned directly or indirectly by Pacific, except for his pecuniary interest therein. Mr. Ghermezian disclaims membership in any group. This filling shall not constitute an acknowledgement that Mr. Ghermezian is part of any group. |
/s/ Syd Ghermezian | 06/01/2009 | |
** 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. |