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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARROLL JONATHAN P C/OBLUE DOLPHIN ENERGY COMAPNY 801 TRAVIS STREET, SUITE 2100 HOUSTON, TX 77002 |
X | CEO & President |
/s/ JONATHAN P. CARROLL | 02/23/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | See remarks |
Remarks: On February 15, 2012, Blue Dolphin Energy Company ("Blue Dolphin") acquired Lazarus Energy, LLC, a Delaware limited liability company ("LE") pursuant to a Purchase and Sale Agreement (the "PSA") dated July 12, 2011 by and among Blue Dolphin, Lazarus Energy Holdings, LLC, a Delaware limited liability company ("LEH") and LEH's wholly-owned subsidiaries (the "Acquisition"). In connection with the Acquisition, Blue Dolphin issued 8,393,560 shares of common stock, par value $0.01 per share (the "Common Stock"), subject to anti-dilution adjustments, to LEH as consideration for LE (the "Original BDEC Shares"). On February 21, 2012, pursuant to the anti-dilution provisions contained in the PSA, Blue Dolphin issued an additional 32,896 shares of Common Stock to LEH (the "Anti-Dilution Shares" and together with the Original BDEC Shares, the "BDEC Shares"). As a result of Blue Dolphin's issuance of the BDEC Shares, LEH owns eighty percent (80%) of Blue Dolphin's issued and outstanding Common Stock. Jonathan P. Carroll is Director / Manager of LEH. |