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
PAR PETROLEUM CORP/CO [ PARR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2014 | ||||||||||||||||||||||||||
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 | 08/13/2014 | X | 9,955(1) | A | $16 | 42,424(2) | D | |||
Common stock | 10/07/2014 | F | 923 | D | $16.65 | 41,501 | D | |||
Common stock | 11/20/2014 | A | 49,603(3) | A | $15.12 | 91,104 | D | |||
Common stock | 11/20/2014 | A | 9,921(4) | A | $0.00 | 101,025 | D |
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 | ||||||||
Subscription rights (right to buy)(5) | $16 | 08/13/2014 | X | 33,511(5) | 07/22/2014 | 08/13/2014 | Common stock | 9,955 | $0.00 | 0 | D | ||||
Stock option (right to buy) | $15.12 | 11/20/2014 | A | 102,539 | (6) | 11/19/2019 | Common stock | 102,539 | $0.00 | 102,539 | D |
Explanation of Responses: |
1. In connection with the issuer's registered rights offering commenced on July 22, 2014 (the "Rights Offering"), the reporting person irrevocably exercised his basic subscription and oversubscription privileges to purchase shares of common stock issued in the Rights Offering. On August 13, 2014, the subscription period ended and on August 14, 2014, the issuer announced that the Rights Offering was fully subscribed through the exercise of basic subscription and oversubscription privileges. As a result of the Rights Offering being fully subscribed, the number of shares of common stock subscribed for by the reporting person became fixed at 9,995 shares. |
2. The number of shares reflects the one-for-ten (1:10) reverse stock split of the common stock effective for trading purposes on January 29, 2014, which reduced the number of shares of common stock directly owned by the reporting person to 32,469 shares prior to the transaction disclosed in this Form 4. |
3. Represents shares of stock purchased by the reporting person pursuant to the Company's stock purchase plan. The sale or transfer of the shares by such person is limited for the earlier of (i) two years from the date of purchase or (ii) the termination of the participant's service with the Company or its affiliates for any reason. |
4. Represents a grant of shares of restricted stock received by the reporting person. One half of the shares will vest on each of the first and second anniversaries of the grant date. |
5. Under the terms of the Rights Offering, each share of common stock outstanding on July 21, 2014 received one transferable subscription right to purchase 0.21 shares of common stock at a subscription price equal to $16.00 per whole share (subject to rounding down to avoid the issuance of fractional shares). |
6. One half of the shares will vest on each of the first and second anniversaries of the grant date. |
Remarks: |
/s/ William A. Monteleone | 11/24/2014 | |
** 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. |