BDCO Blue Dolphin Energy Company (QX)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
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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                       

1. Name and Address of Reporting Person * CARROLL JONATHAN P	2. Issuer Name and Ticker or Trading Symbol BLUE DOLPHIN ENERGY CO [ BDCO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) CEO & President
(Last)          (First)          (Middle) C/O BLUE DOLPHIN ENERGY COMPANY, 801 TRAVIS STREET, SUITE 2100	3. Date of Earliest Transaction (MM/DD/YYYY) 11/14/2019
(Street) HOUSTON, TX 77002 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	11/14/2019		A(1)		1351851	A	$1.00 (2)	1688695	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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

Explanation of Responses:
(1)	Represents payment to Mr. Carroll of the common stock component under Amended and Restated Guaranty Fee Agreements between Mr. Carroll and Lazarus Energy, LLC and Lazarus Refining & Marketing, LLC for the period May 2017 through October 2019. Payment of the cash component has been deferred due to Blue Dolphin Energy Company ("Blue Dolphin") working capital deficits. The cash portion of guaranty fees owed to Mr. Carroll will continue to be accrued by Blue Dolphin and added to the balance of a promissory note between Blue Dolphin and Lazarus Capital, LLC. Lazarus Capital, LLC assigned its right to receive the shares of common stock to Mr. Carroll, as its sole member.
(2)	The number of shares of common stock issued was determined based on the preceding 30-day average closing price of Blue Dolphin common stock on the last day of the month of the payment period. The average was $1.00, the low was $0.17, and the high was $2.45.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARROLL JONATHAN P C/O BLUE DOLPHIN ENERGY COMPANY 801 TRAVIS STREET, SUITE 2100 HOUSTON, TX 77002	X	X	CEO & President

Signatures
/s/ Jonathan P. Carroll		11/14/2019
**Signature of Reporting Person		Date