Initial Statement of Beneficial Ownership (3)
April 01 2014 - 4:42PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Koehler Paul
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/27/2014
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3. Issuer Name
and
Ticker or Trading Symbol
Pacific Ethanol, Inc. [PEIX]
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(Last)
(First)
(Middle)
400 CAPITOL MALL, SUITE 2060
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
VP of Corporate Development /
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(Street)
SACRAMENTO, CA 95814
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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32525
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series B Cumulative Convertible Preferred Stock
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(1)
(2)
(3)
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(1)
(2)
(3)
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Common Stock
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8486
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(1)
(2)
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D
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Common Stock Warrant (Right to Buy)
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11/23/2008
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5/22/2018
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Common Stock
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184
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$735
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D
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Common Stock Option (Right ot Buy)
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(4)
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8/1/2021
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Common Stock
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798
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$12.90
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D
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Common Stock Option (Right to Buy)
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(5)
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6/24/2023
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Common Stock
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10204
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$3.74
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D
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Explanation of Responses:
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(
1)
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On May 22, 2008, Paul P. Koehler, acquired 12,820 shares of the issuer's Series B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") and a Warrant to purchase 184 shares of the issuer's Common Stock for an aggregate purchase price of $250,000. Each share of Series B Preferred Stock is convertible at Mr. Koehler's option into that number of shares of the issuer's Common Stock equal to: (i) $19.50, divided by (ii) the conversion price in effect at the time of conversion. The conversion price of the Series B Preferred Stock is currently $29.46, but is subject to certain anti-dilution adjustments as set forth in the Certificate of Designations, Powers, Preferences and Rights of the Series B Preferred Stock (the "Certificate of Designations"); provided, that the anti-dilution adjustments set forth in the Certificate of Designations are subject to certain limitations as set forth in a related Securities Purchase Agreement.
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(
2)
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Using the current conversion price, Mr. Koehler's 12,820 shares of Series B Preferred Stock are convertible into 8,486 shares of the issuer's Common Stock. Mr. Koehler's right to convert the Series B Preferred Stock does not expire.
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(
3)
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The Series B Preferred Stock shall, upon the occurrence of certain events, automatically convert into Common Stock pursuant to the terms of the Certificate of Designations.
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(
4)
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The option vested 33%, 33% and 34% on April 1, 2012, 2013 and 2014, respectively.
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(
5)
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The option vests 33%, 33% and 34% on April 1, 2014, 2015 and 2016, respectively.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Koehler Paul
400 CAPITOL MALL, SUITE 2060
SACRAMENTO, CA 95814
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VP of Corporate Development
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Signatures
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/s/ Paul P. Koehler
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4/1/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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