4//SEC Filing
HOLMES MAX 4
Accession 0001140361-10-024757
CIK 0001283193other
Filed
Jun 7, 8:00 PM ET
Accepted
Jun 8, 9:00 PM ET
Size
19.7 KB
Accession
0001140361-10-024757
Insider Transaction Report
Form 4
Plainfield Peru I LLC
10% Owner
Transactions
- Other
Warrant
2010-06-04+1→ 21 totalExercise: $0.08From: 2010-06-04Exp: 2017-06-04→ Common Stock, par value $0.001 per share (173,684,211 underlying)
HOLMES MAX
10% Owner
Transactions
- Other
Warrant
2010-06-04+1→ 21 totalExercise: $0.08From: 2010-06-04Exp: 2017-06-04→ Common Stock, par value $0.001 per share (173,684,211 underlying)
Transactions
- Other
Warrant
2010-06-04+1→ 21 totalExercise: $0.08From: 2010-06-04Exp: 2017-06-04→ Common Stock, par value $0.001 per share (173,684,211 underlying)
PLAINFIELD ASSET MANAGEMENT LLC
10% Owner
Transactions
- Other
Warrant
2010-06-04+1→ 21 totalExercise: $0.08From: 2010-06-04Exp: 2017-06-04→ Common Stock, par value $0.001 per share (173,684,211 underlying)
Plainfield Peru II LLC
10% Owner
Transactions
- Other
Warrant
2010-06-04+1→ 21 totalExercise: $0.08From: 2010-06-04Exp: 2017-06-04→ Common Stock, par value $0.001 per share (173,684,211 underlying)
Footnotes (10)
- [F1]Pursuant to the Securities Purchase Agreement, dated as of September 12, 2007 (the "Securities Purchase Agreement"), by and between Pure Biofuels Corp. (the "Issuer"), Plainfield Peru I LLC ("LLC1") and Plainfield Peru II LLC ("LLC2," and together with LLC1, "Plainfield"), the Issuer issued 10%/12% senior convertible PIK election notes due 2012 ("Senior Notes") in the principal amount of $10,000,000, convertible into 33,333,333 shares of common stock, par value $0.001 per share of the Issuer ("Common Stock"), at a conversion price of $0.30. Pursuant to the First Amendment to the Securities Purchase Agreement, dated as of March 26, 2008, $5,000,000 of additional Senior Notes were issued, convertible into 16,666,667 shares of Common Stock, at a conversion price of $0.30.
- [F10]The Notes, the Second Amendment Notes, the Third Amendment Notes, the Deferred Interest Notes, the Fifth Amendment Notes and the Warrants are owned directly by LLC1, a Delaware limited liability company, and indirectly by Plainfield Special Situations Master Fund Limited, Plainfield Asset Management LLC and Max Holmes. Plainfield Special Situations Master Fund Limited, a Cayman Islands company, is the sole member of LLC1. Plainfield Asset Management LLC, a Delaware limited liability company, is the manager of Plainfield Special Situations Master Fund Limited. Max Holmes, an individual, is the chief investment officer of Plainfield Asset Management LLC. Each of Plainfield Asset Management LLC and Max Holmes disclaims beneficial ownership of all Notes, Second Amendment Notes and Third Amendment Notes, except to the extent to which each holds a pecuniary interest therein.
- [F2]The Issuer, in lieu of cash interest payments on the Senior Notes outstanding at such time, issued on March 15, 2008, September 15, 2008, March 15, 2009, September 15, 2009 and March 15, 2010, $610,000, $916,600, $1,169,621, $2,029,589 and $3,551,411 of Senior Notes, respectively, convertible into 2,033,333, 3,055,333, 3,898,737, 6,765,297 and 11,838,035 shares of Common Stock, respectively, each at a conversion price of $0.30 (all Senior Notes issued on September 12, 2007, March 26, 2008, March 15, 2008, September 15, 2008, March 15, 2009, September 15, 2009 and March 15, 2010, collectively, the "Notes").
- [F3]Pursuant to the Second Amendment to the Securities Purchase Agreement, dated November 4, 2008 (the "Second Amendment"), and in consideration for the Deferred Interest and the Additional Deferred Interest (both terms as defined in the Second Amendment), as applicable, the Issuer issued to LLC1 additional Senior Notes in the following principal amounts: $2,370,182 and $412,253 on November 4, 2008, $398,955 on December 4, 2008, $412,253 on January 2, 2009 and $313,559 on February 1, 2009, convertible into 7,900,607, 1,374,177, 1,329,850, 1,374,177 and 1,045,197 shares of Common Stock, respectively, each at a conversion price of $0.30 (collectively, the "Second Amendment Notes").
- [F4]Pursuant to the Third Amendment to the Securities Purchase Agreement, dated March 10, 2009 (the "Third Amendment"), and in consideration for the February Deferred Interest (as defined in the Third Amendment), the Issuer issued to LLC1 on March 10, 2009 Senior Notes in the principal amount of $283,214.29, convertible into 944,048 shares of Common Stock, at a conversion price of $0.30 (the "February Deferred Interest Notes").
- [F5]On April 1, 2009, pursuant to the Third Amendment and in consideration for the March Deferred Interest (as defined in the Third Amendment), the Issuer issued to LLC1 Senior Notes in the principal amount of $319,957.83, convertible into 1,066,526 shares of Common Stock, at a conversion price of $0.30. The Issuer also issued to LLC1 on April 1, 2009 Senior Notes in the principal amount of $5,779.88 and $6,399.16, convertible into 19,266 and 21,331 shares of Common Stock, each at a conversion price of $0.30 (all Senior Notes issued on April 1, 2009 together with the February Deferred Interest Notes collectively, the "Third Amendment Notes").
- [F6]On July 16, 2009, the Issuer issued to LLC1, as deferred interest, Senior Notes in the principal amount of $309,637 and $319,958, convertible into 1,032,122 and 1,066,526 shares of Common Stock, respectively, each at a conversion price of $0.30 (the "Deferred Interest Notes").
- [F7]Pursuant to the Fifth Amendment to the Securities Purchase Agreement, dated July 16, 2009 (the "Fifth Amendment"), the Issuer issued to LLC1 Senior Notes in the principal amount of $34,312,220, convertible into 114,374,066 shares of Common Stock, at a conversion price of $0.30 (the "Fifth Amendment Notes").
- [F8]On June 4, 2010, the Issuer borrowed $4,400,000 from LLC1 in exchange for a promissory note in the principal amount of $4,400,000 (the "Promissory Note") and warrants (the "Warrants") to purchase 173,684,211 shares of common stock, par value $0.001 per share of the Issuer (the "Common Stock") at an exercise price of $0.078 per share of Common Stock (the "Exercise Price"). The terms of the Promissory Note provides that, if the Promissory Note is not paid on its maturity date, then the Issuer will grant to LLC1 an additional 1,157,894,737 warrants at the Exercise Price.
- [F9]As of June 4, 2010, the $23,277,221 principal amount of Notes outstanding, the $3,907,202 principal amount of Second Amendment Notes outstanding, the $615,351.16 principal amount of Third Amendment Notes, the $629,594 principal amount of Deferred Interest Notes outstanding, the $34,312,220 principal amount of Fifth Amendment Notes outstanding and the Warrants outstanding are in the aggregate convertible or exercisable into 209,138,629 shares of Common Stock.
Documents
Issuer
PURE BIOFUELS CORP
CIK 0001283193
Entity typeother
Related Parties
1- filerCIK 0001387428
Filing Metadata
- Form type
- 4
- Filed
- Jun 7, 8:00 PM ET
- Accepted
- Jun 8, 9:00 PM ET
- Size
- 19.7 KB