SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

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)

December 12, 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 10

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 10

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 10

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 10

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 10

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Walter C. Keenan
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
		224,113
	8.	SHARED VOTING POWER
		0
	9.	SOLE DISPOSITIVE POWER
		224,113
	10.	SHARED DISPOSITIVE POWER
		0

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	224,113
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.58%
14.	TYPE OF REPORTING PERSON (see instructions)
	IN

* 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 7 of 10

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) Shipyard Capital Management LLC (“Shipyard”)

(2) Cedar Creek Partners LLC (“CCP”)

(3) Walter C. Keenan (“Mr. Keenan”)

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. The principal business address of Mr. Keenan is 25 Ave Munoz Rivera #812, San Juan, PR 00901.

(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. The principal business of Mr. Keenan is consulting, primarily to insurance and financial services 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. Mr. Keenan is a citizen of the United States.

Item 3. Source and amount of Funds or Other Consideration

The units were acquired in open market purchases with working capital of Shipyard, CCP, and Mr. Keenan respectively. The amount of funds expended, excluding commissions, to acquire units held by Shipyard, CCP, and Mr. Keenan is $469,225, $432,473, and $98,994, respectively.

Item 4. Purpose of Transaction

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

CUSIP No. 694103102 13D Page 8 of 10

Shipyard, CCP, and Mr. Keenan 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.

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 reiterating their intent to call a special meeting to vote on the trustee’s removal. On December 12, 2022, Shipyard and CCP sent a letter to the trustee, demanding that a special meeting of unitholders be called for the purpose of voting on the trustee’s removal and voting to approve that the trustee be directed to take no action to dissolve the trust during the remainder of its tenure as trustee. That letter is attached as Exhibit 2.

CUSIP No. 694103102 13D Page 9 of 10

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	%
Walter C. Keenan (3)		224,113		0.6	%
Total for Shipyard, CCP, and Mr. Keenan		4,952,016		12.8	%

(1) These units 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 units are owned by CCP, an investment partnership, for which Eriksen Capital Management LLC is the Managing Member, and acts as the discretionary portfolio manager.
(3)	These units are owned by Walter C. Keenan, a private investor.

The following table sets forth all transactions with respect to the Common Stock effected by Reporting Persons since the 13D/A filing on November 3, 2022, or in the case of Mr. Keenan in the last 60 days.

	Date		Shares		Buy/Sell		Price
Walter C. Keenan		11/14/2022		224,113		Buy		0.428

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	Joint Filing Agreement
Exhibit 2	Letter to Trustee, dated December 12, 2022

CUSIP No. 694103102 13D Page 10 of 10

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: December 12, 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
Walter C. Keenan
By:	/s/ Walter Keenan
	Walter Keenan

EX-1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the units of beneficial interest of Pacific Oil Trust. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: December 12, 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
Walter C. Keenan
By:	/s/ Walter C. Keenan
	Walter C. Keenan

EX-2

Exhibit 2

December 12, 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 November 14, 2022 on Form 8-K. Your response failed to address the substantive issues in our letter of November 3 filed on Schedule 13D/A, namely that 1) the asset retirement obligations (ARO) existed prior to the establishment of the Trust and are therefore prohibited under the terms of the conveyance agreement from being charged to the Trust; and 2) the Final Prospectus clearly presents the ARO as being retained by PCEC.

The crux of your November 14 response is that the “ARO recorded on PCEC’s balance sheet as of December 31, 2011...was a recognition of an estimated future liability associated with the eventual retirement of certain assets that was made at the time of the conveyance; it was not a deduction of costs or expenses incurred or accrued in a prior period.” Yet the Trust’s own initialⁱ and finalⁱⁱ IPO prospectuses contradict this claim:

1. In the Trust’s initial IPO prospectus, the ARO was recorded on PCEC’s 2009 and 2010 historical balance sheets (PCEC F-4), and in both the initial and final prospectus, the ARO was recorded on PCEC’s 2011 balance sheet, in all cases before the time of conveyance (April 1, 2012)

2. In the Trust’s final IPO prospectus (PCEC F-30), the ARO is presented in the ‘historical’ column, not in the ‘adjustments’ column, again reflecting the fact that the ARO was not a pro forma estimate but an already-existing reserve

3. The Trust’s final IPO prospectus states that “Estimated asset retirement obligation (“ARO”) costs are recognized when the asset is placed in service and are amortized over proved reserves using the units of production method.” (PCEC – 13)

4. The Trust’s initial IPO prospectus presented the accounting for the purchase of PCEC by BreitBurn in 2008 (PCEC F-8 and F-9). The purchase price allocation shows an ARO allocation of $5,186,000, again contradicting your claim that the ARO estimate “was made at the time of conveyance”.

The Conveyance Agreement requires that costs and expenses (and where applicable, liabilities) be incurred by the Grantor after the Effective Time and relate to production months after the Effective Time (Conveyance Agreement at 5, 20). Assessing any portion of the ARO that existed prior to April 1, 2012 to the Trust violates both provisions.

You also state that “(o)ver time, in accordance with GAAP, adjustments are made by PCEC to the present value of the ARO in PCEC’s financial statements, which affects the value of the Net Profits Interest on the Trust’s balance sheet...” Leaving aside the fact that the pre-2012 ARO is not an obligation of the Trust, no ARO related adjustments were made to the Trust’s balance sheet between 2012 and 2019. Why?

There are two possibilities:

1. No adjustments were necessary, because PCEC had not transferred the liability at the time of conveyance. This would be consistent with all PCEC’s action up through 2019, and with a plain reading of the conveyance agreement and Final Prospectus; or

2. The Trust misrepresented its balance sheet for seven years, in which case unitholders who relied on those balance sheets have a colorable claim against the Trustee for gross negligence

Lastly, you claim that “In November 2019, PCEC notified the Trustee that it intended to begin deducting estimated future plugging and abandonment costs from the amounts otherwise payable to the Trust under its Net Profits Interest beginning in January 2020, as these costs were accrued from and after the Effective Time and had not previously been deducted.” Yet the November 2019 8-K filing makes no mention of PCEC stating that the costs were accrued “from and after the Effective Time”.

Your readiness to credit PCEC’s claims in the absence of evidence, and your persistence in ignoring evidence that contradicts PCEC’s claims make us question where your loyalties lie. We remind you that when PwC resigned as the Trust’s auditor, it was because they were “unwilling to be associated with the Trust’s financial statements in the future.ⁱⁱⁱ” A state court judge questioned the appropriateness of PCEC assessing the ARO all in one year. And we remind you that in granting a Temporary Restraining Order, the same judge implicitly said that PCEC is likely to lose on the merits if sued by a party with standing.^iv You are the party with standing. Yet despite having this arsenal of legal, accounting, and professional opinion available to you, you continue to take no action against PCEC. We therefore request a Special Meeting in order that unitholders be able to vote on your removal 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

ⁱ https://www.sec.gov/Archives/edgar/data/1538822/000119312512005276/d273119ds1.htm

ⁱⁱ https://royt.q4web.com/trust-overview/default.aspx ROYT - Final Prospectus.

ⁱⁱⁱ https://sec.report/Document/0001104659-19-053711/

^iv Evergreen Capital Management v. Pacific Coast Energy Company, 20STCV26290, Ruling on Evergreen Capital Management LLC’s ex parte application for temporary restraining order, uploaded to docket on www.lacourt.org on 16 December 2021