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^*

Strauch Dennis G

(Last)

(First)

(Middle)

580 WESTLAKE PARK BLVD

SUITE 525

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BPZ RESOURCES, INC. [ BPZ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2008

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)
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	08/20/2008		M		250,000	A	$3.35	400,000	D
Common Stock	08/20/2008		M		38,000	A	$5.04	438,000	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)
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)
Incentive Stock Options	$3.35	08/20/2008		M			250,000	06/15/2007	06/15/2016	Common Stock	250,000	$0⁽¹⁾	0	D
Director Incentive Stock Option	$5.04	08/20/2008		M			38,000	08/17/2008	08/17/2017	Common Stock	38,000	$0⁽²⁾	87,000	D
Incentive Stock Options	$25.53	06/20/2008		A		50,000		06/20/2009⁽³⁾	06/20/2018	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. On June 15, 2006, the reporting person was granted options to purchase 250,000 shares of Common Stock pursuant to the Company's 2005 Incentive Compensation Plan. The exercise price of the Common Stock covered by the Option is $3.35 per share. The Option vests annually in two equal installments of 125,000 shares each. The installments vest on each of the succeeding two anniversaries of the Date of the Grant. On August 20, 2008, the reporting person purchased 250,000 shares of the vested stock for $837,500.

2. On August 17, 2007, the reporting person was granted options to purchase 125,000 shares of Common Stock pursuant to the Company's 2007 Director's Incentive Compensation Plan. The exercise price of the Common Stock covered by the Option is $5.04 per share. The Option vests annually in two equal installments of 62,500 shares each. The installments vest on each of the succeeding two anniversaries of the Date of the Grant. On August 20, 2008, the reporting person purchased 38,000 shares of the vested stock for $191,520.

3. On June 20, 2008, the reporting person was granted an option to purchase 50,000 shares of Common Stock pursuant to the Company's 2007 Directors' Compensation Incentive Plan. The exercise price of the Common Stock covered by the Option is $25.53 per share. The Option vests in two equal annual installments commencing from the date indicated.

	/s/ Dennis G. Strauch	12/18/2008
	** 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).
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