SEC FORM 4

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^*

Alon Israel Oil Company, Ltd.

(Last)

(First)

(Middle)

7616 LBJ FREEWAY,

SUITE 300

(Street)

DALLAS

75251

(City)

(State)

(Zip)

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

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)
09/17/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	09/17/2009		S		2,579,774	D	⁽¹⁾	33,601,031	D
Common Stock, par value $0.01 per share								231,015	I	By Tabris Investments Inc.⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option for Common Stock (obligation to transfer)	$0.00⁽¹⁾	09/17/2009		S			1	09/17/2009	07/30/2011	Common Stock, par value $0.01 per share	⁽¹⁾	⁽¹⁾	1	D

Explanation of Responses:

1. On September 17, 2009, the Reporting Person entered into an agreement with Africa Israel Trade & Agencies Ltd, one of its shareholders (the "Shareholder"), pursuant to which the Reporting Person acquired 2,200,428 shares of its outstanding common stock in exchange for (i) 2,579,774 shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), (ii) an option exercisable for no additional consideration by the Shareholder to acquire up to 3,675,539 shares of Common Stock and (iii) an option exercisable by the Shareholder to acquire approximately 7% of the outstanding shares of a unrelated subsidiary of the Reporting Person. Pursuant to Rule 16b-6(c)(2), there is no profit with respect to the transactions reported in this report.

2. Tabris Investments Inc. is a wholly-owned subsidiary of Alon Israel Oil Company, Ltd.

Remarks:

	/s/Sarah Braley Campbell Sarah Braley Campbell, Attorney-in-Fact for Alon Israel Oil Company, Ltd.	09/18/2009
	** 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).
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