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^*

Caminos Edward 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2010

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	07/21/2010		S		44,000⁽¹⁾⁽²⁾	D	$3.41⁽³⁾⁽²⁾	342,865⁽⁴⁾⁽⁵⁾	D
Commmon Stock	07/22/2010		S		13,400⁽¹⁾⁽⁶⁾	D	$3.46⁽⁷⁾⁽⁶⁾	329,465⁽⁵⁾⁽⁸⁾	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)

Explanation of Responses:

1. This sale resulted from a margin call by a broker to whom these shares were pledged.

2. Represents 4 independent sales as follows: 2 independent sales for a total of 19118 shares at $3.40, 1 independent sale for a total of 10982 shares at $3.41 and 1 independent sale for a total of 13900 shares at $3.42.

3. Execution price of each trade was between $3.40 and $3.42.

4. Included in the 342,865 shares are 9,800 shares that are subject to the approval of the amendment of the Company's 2007 Long-Term Incentive Compensation Plan during the 2010 Annual Meeting of Shareholders.

5. The number of shares reflected above as beneficially owned by Mr. Caminos includes 3,865 shares held of record by his wife in a trust. Mr. Caminos disclaims beneficial ownership of these shares.

6. Represents 16 independent sales as follows: 9 independent sales for a total of 10170 shares at $3.46, 2 independent sales for a total of 200 shares at $3.4625 and 5 independent sale for a total of 3030 shares at $3.47.

7. Execution price of each trade was between $3.46 and $3.47.

8. Included in the 329,465 shares are 9,800 shares that are subject to the approval of the amendment of the Company's 2007 Long-Term Incentive Compensation Plan during the 2010 Annual Meeting of Shareholders.

	/s/ Edward G. Caminos	07/22/2010
	** 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).
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