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*
EDELMAN THOMAS J

(Last) (First) (Middle)
667 MADISON AVENUE, 4TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BioFuel Energy Corp. [ BIOF ]
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)
02/09/2011
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)
Code V Amount (A) or (D) Price
Common Stock 02/09/2011 S 421,690 D $1.14 50,000 I By Spouse and Family Trusts(1)
Common Stock 02/09/2011 S 410,000 D $1.11 9,658,422 D
Common Stock 02/10/2011 S 260,000 D $1.17 9,398,422 D
Common Stock 02/11/2011 S 1,200 D $1.1 9,397,222 D
Common Stock 02/14/2011 S 468,800 D $1.02 8,928,422 D
Common Stock 02/15/2011 S 5,346 D $1 8,923,076 D
Common Stock 02/18/2011 C(2) 4,330,855 A $0 13,253,931 D
Common Stock 03/02/2011 S 81,354 D $1.01 13,172,577 D
Common Stock 03/03/2011 S 403,300 D $1.01 12,769,277 D
Common Stock 03/04/2011 S 86,830 D $1.02 12,682,447 D
Common Stock 03/07/2011 S 1,298,170 D $1.01 11,384,277 D
Common Stock 03/08/2011 S 51,200 D $1.01 11,333,077 D
Class B Common Stock 02/18/2011 J(2) 4,330,855 D $0 1,156,834 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Membership Units in BioFuel Energy, LLC $0 02/18/2011 C(2) 4,330,855 (3) (3) Common Stock 4,330,855 $0 1,156,834 D
Explanation of Responses:
1. These shares of Common Stock were sold by, and the remaining shares of Common Stock (if any) are owned by, Mr. Edelman's wife, Ingrid O. Edelman, and/or trusts for the benefit of Mr. Edelman's family members, of which he is trustee. Mr. Edelman disclaims any beneficial ownership of these shares, except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that Mr. Edelman is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
2. Pursuant to the Third Amended and Restated LLC Agreement of BioFuel Energy, LLC (the "LLC"), Mr. Edelman elected to convert 4,330,855 LLC membership units into Common Stock of the issuer, on a one-for-one basis. Upon such conversion an equivalent number of shares of Class B Common Stock of the issuer attributable to such LLC units were retired without further action. (See note 3 below.)
3. Pursuant to the Third Amended and Restated LLC Agreement of the LLC, unit holders are entitled to convert their membership units into Common Stock of the issuer on a one-for-one basis. Upon such conversion, an equivalent number of shares of Class B Common Stock of the issuer attributable to such membership units become retired without further action. This conversion right continues for an indefinite period until termination and dissolution of the LLC in accordance with the LLC Agreement.
Remarks:
/s/ Thomas J. Edelman 03/23/2011
** 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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