MURPHY EMMETT M 5

5 · PENN OCTANE CORP · Filed Sep 14, 2004

Form 5

Period: 2004-07-31

Director

Transactions

Purchase
Common Stock
2001-12-31$3.59/sh+37,000$132,886→ 1,140,000 total(indirect: Paradigm Capital / Apogee Fund)
Purchase
Common Stock
2002-09-11$2.15/sh+1,000$2,150→ 1,115,500 total(indirect: Paradigm Capital / Apogee Fund)
Award
Purchase Warrants
2003-11-16+10,000→ 10,000 total
Exercise: $2.61From: 2004-11-16Exp: 2008-11-15→ Common Stock (10,000 underlying)
Sale
Common Stock
2002-04-23$3.20/sh−40,000$128,000→ 1,100,000 total(indirect: Paradigm Capital / Apogee Fund)
Purchase
Common Stock
2001-12-28$3.53/sh+2,000$7,064→ 1,103,000 total(indirect: Paradigm Capital / Apogee Fund)
Purchase
Common Stock
2002-09-09$2.15/sh+3,300$7,095→ 1,113,400 total(indirect: Paradigm Capital / Apogee Fund)
Purchase
Common Stock
2002-09-10$2.13/sh+1,100$2,345→ 1,114,500 total(indirect: Paradigm Capital / Apogee Fund)
Purchase
Common Stock
2001-12-27$3.60/sh+1,000$3,597→ 1,101,000 total(indirect: Paradigm Capital / Apogee Fund)
Award
Purchase Warrants
2002-11-16+10,000→ 10,000 total
Exercise: $2.27From: 2003-11-16Exp: 2007-11-15→ Common Stock (10,000 underlying)
Purchase
Common Stock
2002-08-29$2.40/sh+10,100$24,216→ 1,110,100 total(indirect: Paradigm Capital / Apogee Fund)

Holdings

Purchase Warrant
Exercise: $3.66From: 2001-11-16Exp: 2006-11-15→ Common Stock (20,000 underlying)
20,000
Purchase Warrants
Exercise: $3.66From: 2002-11-16Exp: 2006-11-15→ Common Stock (10,000 underlying)
10,000

Footnotes (2)

[F1]Table I: The reporting person is the President of Paradigm Capital Corporation, a Texas Corporation, which in turn is the sole general partner of The Apogee Fund, L.P., a Delaware Limited Partnership. All of the referenced securities are owned of record by the Apogee Fund, and beneficial ownership of such securities is attributable to the Reporting Person and Paradigm Capital solely by reason of their shared voting and disposition power with respect to assets of The Apogee Fund. The Reporting Person disclaims beneficial ownership of the shares reported, except any shares attributable to him by virtue of his ownership interest in Paradigm Capital and Paradigm Capital's general partner interest in The Apogee Fund.
[F2]Table II: The purchase warrants vest ratably over a one year period from date of issuance.

Documents

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