SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Pacific Coast Oil Trust

(Name of Issuer)

Units of Beneficial Interest

(Title of Class of Securities)

694103102

(CUSIP Number)

Carson Mitchell

Shipyard Capital LP
1477 Ashford Avenue, #2006

San Juan, PR 00907

1-646-509-9519

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 3, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 694103102 13D Page 2 of 9

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	47-4835562
	SHIPYARD CAPITAL LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC Use Only
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		3,212,503
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		3,212,503
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,212,503
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.33%
14.	TYPE OF REPORTING PERSON (see instructions)
	PN

* Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

CUSIP No. 694103102 13D Page 3 of 9

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	47-4663148
	SHIPYARD CAPITAL MANAGEMENT LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC Use Only
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		3,212,503
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		3,212,503
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,212,503
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.33%
14.	TYPE OF REPORTING PERSON (see instructions)
	IA

* Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

CUSIP No. 694103102 13D Page 4 of 9

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	CEDAR CREEK PARTNERS LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC Use Only
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		1,515,400
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		1,515,400
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,515,400
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%
14.	TYPE OF REPORTING PERSON (see instructions)
	PN

* Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

CUSIP No. 694103102 13D Page 5 of 9

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	ERIKSEN CAPITAL MANAGEMENT LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(SEE INSTRUCTIONS)
	(a) x
	(b) ¨
3.	SEC Use Only
4.	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	SOLE VOTING POWER
		1,515,400
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		1,515,400
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,515,400
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%
14.	TYPE OF REPORTING PERSON (see instructions)
	IA

* Percentage calculated based on 38,583,158 units outstanding as of August 1, 2019, as reported in the 10-Q of Pacific Coast Oil Trust, filed with the Securities and Exchange Commission on August 1, 2019.

CUSIP No. 694103102 13D Page 6 of 9

Item 1. Security and Issuer

This Schedule 13D relates to units of beneficial interest (the “Units”), of Pacific Coast Oil Trust (the “Issuer” or “Pacific Coast”). The address of the issuer is 601 Travis Street, 16^th Floor, Houston, Texas 77002.

Item 2. Identity and Background

(a)            This Statement is filed by:

(1) Cedar Creek Partners LLC (“CCP”)

(2) Shipyard Capital Management LLC (“Shipyard”)

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

(b)            The principal business address of Shipyard is 1477 Ashford Avenue, #2006, San Juan, PR 00907. The principal business address of CCP is 8695 Glendale Road, Custer, WA 98240.

(c)            The principal business of Shipyard is acquiring, holding and disposing of investments in various companies. The principal business of CCP is acquiring, holding and disposing of investments in various companies.

(d)            No Reporting Person described herein has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)            None of the Reporting Parties described herein has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f)            Mr. Mitchell is a citizen of the United States. Shipyard is a Delaware limited liability company. Mr. Eriksen is a citizen of the United States. CCP is a Washington limited liability company.

The units were acquired in open market purchases with working capital of Shipyard and CCP. The amount of funds expended, excluding commissions, to acquire units held by Shipyard and CCP is $469,225 and $432,473, respectively.

Item 4. Purpose of Transaction

The Reporting Persons acquired shares of Pacific Coast for investment purposes.

Shipyard and CCP believe that the trustee is not properly representing unitholders. The trustee has refused to file suit against PCEC for what we believe are illegal and improper assessments against the trust, preventing the trust from making distributions and potentially forcing dissolution and liquidation, which we believe would harm unitholders.

CUSIP No. 694103102 13D Page 7 of 9

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the units at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the units; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets, and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the trustee of the Issuer (the “Trustee”), other unitholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the units; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance or capitalization; (4) proposing changes of the trust’s trustee or bylaws; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional units or dispose of some or all of the units beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

On October 11, 2022, Shipyard and CCP sent a letter to the trustee requesting that it file suit against PCEC, the trust’s operator, or face a special meeting vote to be removed as trustee. That letter was filed as Exhibit 2 to the Schedule 13D filed the same day. On October 17, 2022, the trustee filed a response letter on Form 8K (incorporated here by reference), indicating that it intends to take no action against the operator at this time. On November 3, 2022, Shipyard and CCP sent a letter to the trustee further explaining why PCEC’s accounting is improper, and confirming an intent to call a meeting of unitholders to vote on the removal of the trustee.

Item 5. Interest in Securities of the Issuer

The following sets forth the aggregate number and percentage (based on 38,583,158 units outstanding on August 1, 2019, as reported in the 10-Q of the Issuer filed with the Securities and Exchange Commission on August 1, 2019) of outstanding units owned beneficially by the Reporting Persons.

Name	No. of Shares		Percent of Class
Shipyard Capital LP (1)		3,212,503		8.3	%
Cedar Creek Partners LLC (2)		1,515,400		3.9	%
Total for Shipyard and CCP		4,727,903		12.2	%

(1) These shares are owned by Shipyard, an investment partnership, for which Shipyard Capital Management LLC is General Partner and acts as the discretionary portfolio manager.

(2) These shares are owned by CCP, an investment partnership, for which Eriksen Capital Management LLC is the Managing Member, and acts as the discretionary portfolio manager.

CUSIP No. 694103102 13D Page 8 of 9

The following table sets forth all transactions with respect to the Common Stock effected by Reporting Persons since the initial 13D filing on October 11, 2022.

	Date	Shares		Buy/Sell		Price
Cedar Creek Partners	10/11/2022		2,766		Buy		0.22
Cedar Creek Partners	10/12/2022		13,071		Buy		0.2498
Cedar Creek Partners	10/13/2022		20,086		Buy		0.26
Cedar Creek Partners	10/20/2022		300,000		Buy		0.35

Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Exhibit 1 Letter to Trustee, dated November 3, 2022

CUSIP No. 694103102 13D Page 9 of 9

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 3, 2022

SHIPYARD CAPITAL MANAGEMENT LLC
By:	/s/ Carson Mitchell
	Carson Mitchell
	Managing Member
CEDAR CREEK PARTNERS LLC
By:	/s/ Tim Eriksen
	Tim Eriksen
	Managing Member

EX-1

Exhibit 1

November 3, 2022

The Bank of New York Mellon Trust Company, N.A.

Trustee for Pacific Coast Oil Trust

601 Travis, Floor 16

Houston, Texas 77002

Attn: Ms. Sarah Newell

Vice President

Dear Ms. Newell,

We reviewed your letter filed October 17, 2022 on Form 8-K, and we are disappointed that you continue to choose not to act in defense of Unitholders, to whom you owe a duty of loyalty, care, and good faith. While you note that you have relied on counsel in choosing not to file suit against PCEC, we believe you are relying on unsound legal advice. In addition to the issues and concerns noted in our October 11, 2022 letter, we believe that you are missing another fundamental issue: that PCEC is improperly trying to assess to the Trust asset retirement obligations (ARO) that rightly belong to PCEC.

The Conveyance Agreement Does Not Support PCEC’s Assessment

In court filings, PCEC’s counsel references the Conveyance Agreement as the basis for allowing the ARO assessment to the Trust. The portion they quote is:

[A]ll costs accrued for future plugging and abandonment of any well or facility on the Developed [or Remaining] Properties Subject Interests; provided that such amounts shall not be included as part of the Developed Properties Gross Deductions in subsequent Payment Periods. (Conveyance Agreement at 7, 22).

What PCEC ignores (and what Trustee’s counsel presumably overlooked) are the provisions regulating what costs and expenses can be deducted from distributions to Unitholders. Those provisions bar deductions relating to costs and expenses incurred before the Effective Time, which is April 1, 2012.

“Developed [or Remaining] Properties Gross Deductions” shall mean the following costs and expenses (and, where applicable, losses, liabilities and damages), to the extent that the same (x) are properly allocable to the Developed [or Remaining] Properties Subject Interests (and any related equipment or property used in connection therewith) and the production and marketing of Developed [or Remaining] Properties Subject Hydrocarbons therefrom and (y) have been incurred or accrued by Grantor, from and after the Effective Time, but that are not attributable to a production month that occurs prior to the Effective Time (excluding, in all instances, the Developed [or Remaining] Properties Excluded Deductions): (Conveyance Agreement at 5, 20)

The provision above states that deductions must be incurred or accrued by the Grantor after the Effective Time, but an ARO was incurred and accrued by the Grantor prior to the Effective Time. Further, the Conveyance Agreement states that the costs and expenses must not be attributable to a production month that occurred prior to April 1, 2012. Yet nearly all of the ARO does relate to months before the Effective Time, since it covers the lifetime production of the properties since ARO recognition.

The Offering Documents Do Not Support PCEC’s Assessment

The Offering documentsⁱ clearly detail that PCEC had already accrued for the ARO in 2009 or earlier (see Note 7 PCEC-14, 15), and more importantly, that PCEC had excluded the ARO liability from the property being conveyed to the Trust:

Note 5. Pro Forma Adjustments

The Conveyed Interests are recorded at the historical cost of PCEC and are calculated as follows as of December 31, 2011 (in thousands):

Historical cost of Underlying Properties	$	421,207
Less: Asset Retirement Obligations		(22,300	)
Less: Accumulated depletion, depreciation and amortization of Underlying Properties		(93,846	)
Net property value to be conveyed		305,061
Times 80% Net Profits Interest to Trust	$	244,049

Since the ARO was incurred and accrued prior to the Effective Time, the $22.3 million initial present value is not a liability of the Trust, nor would any accretion of that liability be attributable to the Trust since April 1, 2012 as it is due to the passage of time. That accretion, assuming the 7% discount rate compounded that PCEC used, would result in PCEC being responsible for a roughly $45 million ARO currently, which would not be assessable to the Trust.

PCEC has argued that it was an oversight by the prior owners not to assess the ARO or its accretion. PCEC provided no evidence for this supposition, which is not surprising since the offering documents refute their position. The offering documents, which the prior owners of PCEC wrote, did not attribute any balance sheet liability for, nor any cost of, the existing ARO in historical proformas (p. 11) or in projections (p. 46) to the trust. In fact, the offering documents show the liability for the ARO remaining with PCEC (PCEC-30, p. 169 the proforma copied below reflects the ARO balance still with PCEC). For PCEC to try and allocate the liability to the trust nearly eight years later may well be a securities violation.

Pacific Coast Energy Company LP and

Subsidiaries Unaudited Pro Forma

Balance Sheet

	December 31, 2011
In thousands		Historical			Adjustments			Pro Forma
ASSETS
Current assets:
Cash		$	1,380		$	1,620	(a)	$	3,000
Accounts receivable, net			13,428			—			13,428
Derivative instruments			1,482			—			1,482
Prepaid expenses			115			—			115
Total current assets			16,405			1,620			18,025
Equity investment			35,067			—			35,067
Property, plant and equipment
Oil and gas properties			421,207			(153,016	)(b)		268,191
Non-oil and gas assets			9,149			—			9,149
			430,356			(153,016	)		277,340
Accumulated depletion and depreciation			(94,241	)		35,998	(b)		(58,243	)
Net property, plant and equipment			336,115			(117,018	)		219,097
Other long-term assets
Derivative instruments			409			—			409
Other long-term assets			4,682			—			4,682
Total assets		$	392,678		$	(115,398	)	$	277,280
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		$	7,628		$	—		$	7,628
Derivative instruments			866			—			866
Short-term debt			74,000			(74,000	)(a)		—
Related party payables			3,159			—			3,159
Revenue and royalties payable			3,970			—			3,970
Other current liabilities			744			—			744
Total current liabilities			90,367			(74,000	)		16,367
Long-term debt			30,000			(30,000	)(a)		–
Asset retirement obligation			22,300			—			22,300
Derivative instruments			3,059			—			3,059
Other long-term liabilities			899			—			899
Total liabilities			146,625			(104,000	)		42,625
Equity:
Partners’ equity			246,053			223,107	(c)		234,655
						(234,505	)(a)
Total equity			246,053			(11,398	)		234,655
Total liabilities and equity		$	392,678		$	(115,398	)	$	277,280

The accompanying notes are an integral part of these unaudited pro forma financial statements.

PCEC F-30

ⁱ https://royt.q4web.com/trust-overview/default.aspx ROYT - Final Prospectus. We believe GAAP required recognition of ARO in 2003.

The prior owners of PCEC, who created the trust, were the same group that owned BreitBurn, a clearly sophisticated oil and gas operator. We believe the offering documents and Conveyance Agreement that they themselves wrote accurately reflected their intent regarding the ARO. We contend that it is the new owners of PCEC who are trying to reinterpret both documents in a way contrary to what the original parties understood.

As trustee, you are responsible to represent Unitholders. Despite the obvious facts of the case, you have chosen to side with PCEC against Unitholders, we therefore intend to proceed with calling a Special Meeting to have you removed as Trustee.

Sincerely,

Tim Eriksen

Managing Member

Cedar Creek Partners LLC

tim@eriksencapital.com

Carson Mitchell

Managing Member

Shipyard Capital Management LLC

carson@shipyardcapital.com