PENN OCTANE CORP Reported by KIM SOOHYUNG

Transcription

1 PENN OCTANE CORP Reported by KIM SOOHYUNG FORM 4/A (Amended Statement of Changes in Beneficial Ownership) Filed 08/14/08 for the Period Ending 08/08/08 Address ENFIELD LANE BLDG D PALM DESERT, CA Telephone CIK SIC Code Petroleum and Petroleum Products Wholesalers, Except Bulk Stations and Terminals Industry Oil & Gas Operations Sector Energy Fiscal Year 07/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 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 ECHANGE COMMISSION Washington, D.C STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 OMB APPROVAL OMB Number: Expires: February 28, 2011 Estimated average burden hours per response Name and Address of Reporting Person * (Last) (First) (Middle) 650 MADISON AVENUE, 26TH FLOOR, (Street) (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol PENN OCTANE CORP [ POCC ] 3. Date of Earliest Transaction (MM/DD/YYYY) 8/8/ If Amendment, Date Original Filed (MM/DD/YYYY) 8/12/ Relationship of Reporting Person(s) to Issuer (Check all applicable) Director Officer (give title below) below) 10% Owner Other (specify 6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person 1.Title of Security (Instr. 3) Table I - Non- Securities Acquired, Disposed of, or Beneficially Owned 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code (Instr. 8) Common Stock 8/8/2008 P 300 A $ I Code 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) V Amount (A) or (D) Price 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) Nature Ownership of Indirect Form: Beneficial Direct (D) Ownership or Indirect (Instr. 4) (I) (Instr. 4) See Footnote (1) 1. Title of Derivate Security (Instr. 3) Table II - Securities Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities) Conversion Trans. or Exercise Date Price of Security Explanation of Responses: ( 1) See Exhibit A. 4. Deemed Trans. Execution Code Date, if (Instr. 8) any 5. Number of Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Code V (A) (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Security (Instr. 3 and 4) Date Expiration Amount or Number of Title Exercisable Date Shares 8. Price of Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction (s) (Instr. 4) 10. Ownership Form of Security: Direct (D) or Indirect (I) (Instr. 4) Remarks: This Form 4/A is being filed to amend the original Form 4 filed on August 12, 2008 in order to correct the amount of securities beneficially owned following the reported transaction. The original Form 4 incorrectly listed the amount as 4,000,668 rather than 4,005, Nature of Indirect Beneficial Ownership (Instr. 4) Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other

3 650 MADISON AVENUE, 26TH FLOOR Standard General Master Fund L.P. WALKERS SPV LIMITED, WALKER HOUSE MARY STREET, GEORGE TOWN GRAND CAYMAN, CAYMAN ISLANDS KY Kim Soohyung 650 MADISON AVENUE, 26TH FLOOR Singer Nicholas J 650 MADISON AVENUE Signatures STANDARD GENERAL L.P., By: /s/ Scott Cohen, Attorney-in-Fact 8/14/2008 ** Date Signature of Reporting Person 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 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.

4 Exhibit 99.1 Explanation of Responses (1) The shares of Common Stock, par value $0.01 per share, of the Issuer reported herein (the "Shares") are held directly by Standard General Master Fund L.P., a Cayman Islands exempted limited partnership ("Standard General Master Fund")., a Delaware limited partnership ("Standard General"), serves as the investment manager of Standard General Master Fund and pursuant to an investment management agreement has all investment and voting power with respect to the securities held by Standard General Master Fund. Mr. Soohyung Kim ("Mr. Kim") and Mr. Nicholas J. Singer ("Mr. Singer") have controlling interests in Standard General S Corp., a Delaware corporation, which is the general partner of Standard General Holdings, L.P., a Delaware limited partnership, which is in turn the general partner of Standard General. In addition, Mr. Kim and Mr. Singer serve as co-managing members of Standard General Management LLC, a Delaware limited liability company, which is the managing member of Standard General GP LLC, a Delaware limited liability company, which is in turn the general partner of Standard General Master Fund. Standard General, Mr. Kim and Mr. Singer (Standard General, Mr. Kim and Mr. Singer, together with Standard General Master Fund, the "Reporting Persons") may be deemed to beneficially own the Shares by virtue of the foregoing relationships. In accordance with instruction 4(b)(iv), the entire number of the securities that may be deemed to be beneficially owned by the Reporting Persons is reported herein. Each of the Reporting Persons hereby disclaims beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 except to the extent of his or its pecuniary interest therein.

5 Exhibit 99.2 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Issuer and Ticker Symbol: Standard General Master Fund L.P. Walkers SPV Limited, Walker House, Mary Street, George Town Grand Cayman, Cayman Islands KY Penn Octane Corporation (POCC) Date of Earliest Transaction: 8/8/08 If Amendment, Date Original Filed: 8/12/08 Relationship to Issuer: Designated Filer: 10% Owner TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 8/8/08 Transaction Code: P Securities Acquired: 300 Acquired or Disposed: A Price: $2.31 Ownership Form: D Amount Beneficially Owned After Transaction: 4,005,668 Nature of Indirect Beneficial Ownership: Signature: STANDARD GENERAL MASTER FUND L.P. By: /s/ Scott Cohen Name: Scott Cohen Title: Attorney-in-Fact

6 Exhibit 99.3 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Issuer and Ticker Symbol: Soohyung Kim 650 Madison Avenue, 26th Floor New York, NY Penn Octane Corporation (POCC) Date of Earliest Transaction: 8/8/08 If Amendment, Date Original Filed: 8/12/08 Relationship to Issuer: Designated Filer: 10% Owner TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 8/8/08 Transaction Code: P Securities Acquired: 300 Acquired or Disposed: A Price: $2.31 Ownership Form: I Amount Beneficially Owned After Transaction: 4,005,668 Nature of Indirect Beneficial Ownership: (1) Signature: SOOHYUNG KIM By: /s/ Scott Cohen Name: Scott Cohen Title: Attorney-in-Fact

7 Exhibit 99.4 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ ] Name and Address: Issuer and Ticker Symbol: Nicholas J. Singer 650 Madison Avenue, 26th Floor New York, NY Penn Octane Corporation (POCC) Date of Earliest Transaction: 8/8/08 If Amendment, Date Original Filed: 8/12/08 Relationship to Issuer: Designated Filer: 10% Owner TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 8/8/08 Transaction Code: P Securities Acquired: 300 Acquired or Disposed: A Price: $2.31 Ownership Form: I Amount Beneficially Owned After Transaction: 4,005,668 Nature of Indirect Beneficial Ownership: (1) Signature: NICHOLAS J. SINGER By: /s/ Scott Cohen Name: Scott Cohen Title: Attorney-in-Fact