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
BioFuel Energy Corp. [ BIOF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/19/2007 | ||||||||||||||||||||||||||
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 $0.01 per share | 06/19/2007 | P | 110,153 | A | $10.5 | 110,153(1)(2)(7)(8) | I | See Footnote(3) | ||
Common Stock, par value $0.01 per share | 06/19/2007 | P | 525,523 | A | $10.5 | 525,523(1)(2)(7)(8) | I | See Footnote(4) | ||
Common Stock, par value $0.01 per share | 06/19/2007 | P | 1,023,936 | A | $10.5 | 5,458,985(1)(2)(7)(8) | I | See Footnote(5) | ||
Common Stock, par value $0.01 per share | 06/19/2007 | P | 840,388 | A | $10.5 | 1,447,443(1)(2)(7)(8) | I | See Footnote(6) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that David Einhorn, the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC") and DME Advisors GP, LLC ("DME GP") and the president of Greenlight Capital, Inc. ("Greenlight Inc."), or any of Greenlight LLC, Greenlight Inc., DME GP or DME Advisors, LP ("DME") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, par value $0.01 per share (the "Common Stock") of Biofuel Energy Corp. ("Issuer"), owned by Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore, Ltd. ("Greenlight Offshore") or an account managed by DME (the "Managed Account" and together with Greenlight LLC, DME GP, Greenlight Inc., DME, Greenlight Fund, Greenlight Qualified, and Greenlight Offshore, the "Greenlight Parties"). |
2. Pursuant to Rule 16a-1, each of Mr. Einhorn and the Greenlight Parties disclaims beneficial ownership except to the extent of their respective pecuniary interests. |
3. Greenlight LLC controls the voting and disposition of 110,153 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Fund. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns a limited partnership interest in Greenlight Fund. In addition, Greenlight Fund holds 953,568 shares of class B common stock, par value $0.01 per share ("Class B Stock") of the Issuer and 953,568 LLC membership units ("Units") of BioFuel Energy, LLC (the "LLC") which may be exchanged at any time for Common Stock on a one-for-one basis. |
4. Greenlight LLC controls the voting and disposition of 525,523 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. Greenlight LLC receives an allocation of net profits from and owns a partnership interest in Greenlight Qualified. Mr. Einhorn reports the shares held indirectly by Greenlight LLC because, as the senior managing member of Greenlight LLC at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. In addition, Greenlight Qualified holds 3,357,828 shares of Class B Stock and 3,357,828 Units which may be exchanged at any time for Common Stock on a one-for-one basis. |
5. Greenlight Inc. controls the voting and disposition of 5,458,985 shares of Common Stock through Greenlight Offshore, for which Greenlight Inc. serves as the investment manager. Greenlight Inc. receives an asset-based fee and an annual fee based on the appreciation of Greenlight Offshore. Mr. Einhorn reports the shares held indirectly by Greenlight Offshore because, as president and a director of Greenlight Inc. at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. Additionally, Mr. Einhorn owns shares of Greenlight Offshore. |
6. DME controls the voting and disposition of 1,447,443 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. DME receives an asset-based fee and an annual fee based on the appreciation of the Managed Account. Mr. Einhorn reports the shares held indirectly by the Managed Account because, as senior managing member of DME GP, the general partner of DME, at the time of purchase, Mr. Einhorn controlled the disposition and voting of the securities. |
7. The amount of securities beneficially owned by Mr. Einhorn and the Greenlight Parties as of June 13, 2007, the date of filing of a Form 3 filed with the Securities and Exchange Commission with regard to the Issuer, varied slightly from the amounts actually reported on the Form 3. The Form 3 should have reported beneficial ownership of securities of the Issuer in the following amounts: (i) Greenlight Fund: 953,568 shares of Class B Stock and 953,568 Units, (ii) Greenlight Qualified: 3,357,828 shares of Class B Stock and 3,357,828 Units, (iii) Greenlight Offshore: 4,435,049 shares of Common Stock, and (iv) the Managed Account: 607,055 shares of Common Stock. |
8. Mr. David Einhorn served as a director of the Issuer. |
/s/ Daniel Roitman, on behalf of David Einhorn | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C. | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc. | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, L.L.C., General Partner of Greenlight Capital Qualified, L.P. | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of Greenlight Capital, Inc., Investment Advisor of Greenlight Capital Offshore, Ltd. | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P. | 06/21/2007 | |
/s/ Daniel Roitman, Chief Operating Officer of DME Advisors GP, L.L.C. | 06/21/2007 | |
** 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. |