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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2008
Estimated average burden
hours per response... 0.5
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gillespie David A 		2. Issuer Name and Ticker or Trading Symbol

New Generation Biofuels Holdings, Inc [ GNB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

NEW GENERATION BIOFUELS HOLDINGS, INC., 11111 KATY FREEWAY, SUITE 910 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/20/2006
(Street)

HOUTSON, TX 77079
(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   5/12/2008     A    37500   (1) A $0   37500   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
Employee Stock Options (right to buy)   $1.50   10/20/2006     A     800000         (2) 10/20/2016   Common Stock   800000   $0   800000   D  
 
Series A Convertible Preferred Stock   $4.00   5/9/2007     P     250         (3)   (3) Common Stock   6250   $100.00   250   D  
 
Warrants (right to buy)   $6.00   5/9/2007     J     3125       10/2/2007   5/9/2012   Common Stock   3125   $0   (4) 3125   D  
 
Employee Stock Options (right to buy)   $1.50   3/5/2008     A     400000         (5) 10/20/2016   Common Stock   400000   $0   1200000   D  
 

Explanation of Responses:
( 1)  Award granted to senior management under Omnibus Incentive Plan based on achieving certain 2007 performance criteria.
( 2)  This award includes 800,000 time based options granted pursuant to Mr. Gillespie's employment agreement, 200,000 of which were vested on the date of the award October 20,2006, 200,000 of which vested on October 20, 2007 and 400,000 of which will vest equally in two annual installments on October 20, 2008 and October 20, 2009.
( 3)  The Series A convertible preferred stock is convertible into common stock at any time, with a mandatory conversion on May 9, 2010. It has no expiration date.
( 4)  The Warrants were issued in connection with the purchase of the Series A convertible preferred stock.
( 5)  On October 20, 2006, the reporting person was granted an award of 1,200,000 performance based options. The options vest in three annual installments based on the achievement of certain performance criteria for each fiscal year ending December 31, 2007, 2008 and 2009. The performance criteria for 2007 were met, resulting in the vesting of 400,000 options.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gillespie David A
NEW GENERATION BIOFUELS HOLDINGS, INC.
11111 KATY FREEWAY, SUITE 910
HOUTSON, TX 77079 		X
President & CEO

Signatures
/s/ David A. Gillespie 6/6/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
New Gen Biofuels (AMEX:GNB)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more New Gen Biofuels Charts.
New Gen Biofuels (AMEX:GNB)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more New Gen Biofuels Charts.