Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
GLOBAL
CLEAN ENERGY HOLDINGS, INC.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
58456E106
(CUSIP
Number)
Istvan
Benko, Esq.
TroyGould
PC
1801
Century Park East, Suite 1600
Los
Angeles, California 90067
(310) 553-4441
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and
Communications)
December
12, 2008
(Date of
Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d–1(e), 240.13d–1(f) or 240.13d–1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d–7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
CUSIP No.
58456E106
|
|
|
1.
|
Names of Reporting
Persons.
|
|
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
Mercator
Momentum Fund III, L.P.
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|
|
2.
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Check the Appropriate Box if a
Member of a Group (See
Instructions)
|
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(a)
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o | |
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(b)
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o |
|
3.
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SEC Use Only
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
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6.
|
Citizenship or Place of
Organization
California
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting
Power
0
|
|
8.
|
Shared Voting
Power
0
|
|
|
9.
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Sole Dispositive
Power
0
|
|
|
10.
|
Shared Dispositive
Power
0
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
0
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
|
|
13.
|
Percent of Class
Represented by Amount in Row
(11)
0.0%
|
|
14.
|
Type of Reporting Person (See
Instructions)
PN
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2 of
11
|
CUSIP No.
58456E106
|
|
|
1.
|
Names of Reporting
Persons.
|
|
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
Monarch
Pointe Fund, Ltd.
|
|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See
Instructions)
|
|
(a)
|
o | |
|
(b)
|
o |
|
3.
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SEC Use Only
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
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6.
|
Citizenship or Place of
Organization
California
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With
|
7.
|
Sole Voting
Power
0
|
|
8.
|
Shared Voting
Power
24,085,509
|
|
|
9.
|
Sole Dispositive
Power
0
|
|
|
10.
|
Shared Dispositive
Power
24,085,509
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
24,085,509
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
|
|
13.
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Percent of Class
Represented by Amount in Row
(11)
9.6%
|
|
14.
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Type of Reporting Person (See
Instructions)
CO
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3 of
11
|
CUSIP No.
58456E106
|
|
|
1.
|
Names of Reporting
Persons.
|
|
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
William
Tacon
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|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See
Instructions)
|
|
(a)
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o | |
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(b)
|
o |
|
3.
|
SEC Use Only
&#
xA0;
|
|
4.
|
Source of Funds (See
Instructions)
AF
|
|
5.
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6.
|
Citizenship or Place of
Organization
United
Kingdom
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With
|
7.
|
Sole Voting
Power
0
|
|
8.
|
Shared Voting
Power
24,085,509
|
|
|
9.
|
Sole Dispositive
Power
0
|
|
|
10.
|
Shared Dispositive
Power
24,085,509
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
24,085,509
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
|
|
13.
|
Percent of Class
Represented by Amount in Row
(11)
9.6%
|
|
14.
|
Type of Reporting Person (See
Instructions)
IN
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4 of
11
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CUSIP No.
58456E106
|
|
|
1.
|
Names of Reporting
Persons.
|
|
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
M.A.G.
Capital, LLC
|
|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See
Instructions)
|
|
(a)
|
o | |
|
(b)
|
o |
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
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6.
|
Citizenship or Place of
Organization
California
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person
With
|
7.
|
Sole Voting
Power
0
|
|
8.
|
Shared Voting
Power
24,857,089
(1)
|
|
|
9.
|
Sole Dispositive
Power
0
|
|
|
10.
|
Shared Dispositive
Power
24,857,089
(1)
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
24,857,089
(1)
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
|
|
13.
|
Percent of Class
Represented by Amount in Row
(11)
10.0%
|
|
14.
|
Type of Reporting Person (See
Instructions)
LA
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(1) Represents shares of common stock held
by Mercator Momentum Fund, L.P., a California limited partnership that is not a
reporting person to this statement. Mercator Momentum Fund owns
15,382,089 shares of common stock and two warrants to purchase up to 5,122,100
and 13,516,777 shares of common stock, respectively. The terms of the
warrants do not permit the holder to exercise such warrant if it would cause the
holder or any of its affiliates to beneficially own more than 9.99% of the
Issuer’s outstanding common stock. As such, only 9,475,000 shares
underlying the warrants have been included here.
5 of
11
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CUSIP No.
58456E106
|
|
|
1.
|
Names of Reporting
Persons.
|
|
I.R.S. Identification Nos. of
above persons (entities only).
|
|
|
David
Firestone
|
|
|
2.
|
Check the Appropriate Box if a
Member of a Group (See
Instructions)
|
|
(a)
|
o | |
|
(b)
|
o |
|
3.
|
SEC Use Only
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
5.
|
Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
|
|
6.
|
Citizenship or Place of
Organization
California
|
|
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
|
7.
|
Sole Voting
Power
0
|
|
8.
|
Shared Voting
Power
24,857,089
(1)
|
|
|
9.
|
Sole Dispositive
Power
0
|
|
|
10.
|
Shared Dispositive
Power
24,857,089
(1)
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
24,857,089
(1)
|
|
12.
|
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions)
o
|
|
13.
|
Percent of Class
Represented by Amount in Row
(11)
10.0%
|
|
14.
|
Type of Reporting Person (See
Instructions)
IN
|
(1) Represents shares of common stock held
by Mercator Momentum Fund, L.P., a California limited partnership that is not a
reporting person to this statement. Mercator Momentum Fund owns
15,382,089 shares of common stock and two warrants to purchase up to 5,122,100
and 13,516,777 shares of common stock, respectively. The terms of the warrants
do not permit the holder to exercise such warrant if it would cause the
holder or any of its affiliates to beneficially own more than 9.99% of the
Issuer’s outstanding common stock. As such, only 9,475,000 shares
underlying the warrants have been included here.
6 of
11
This
statement is hereby amended and restated in its entirety as
follows:
Item
1. Security and Issuer.
This
Schedule 13D (this “Statement”) relates to the following titles and classes of
securities: shares of common stock (the “Common Stock”), no par value, of Global
Clean Energy Holdings, Inc., a Utah corporation (the “Issuer”).
The
Issuer’s principal executive offices are located at 6033 W. Century Blvd., Suite
895, Los Angeles, California 90045.
Item
2. Identity and Background.
This
statement is filed by Mercator Momentum Fund III, L.P. (“Momentum Fund III”),
Monarch Pointe Fund, Ltd. (“MPF”), William R.
Tacon (“Mr.
Tacon”), M.A.G. Capital, LLC (“MAG”) and David F.
Firestone (“Mr.
Firestone”). This statement relates to the Issuer’s securities
directly owned by Momentum Fund III and MPF.
Momentum
Fund III, MPF, Mr. Tacon, MAG and Mr. Firestone are referred to herein as the
“Reporting
Persons.”
The
business address of each of MAG and Mr. Firestone is 555 S. Flower Street, Suite
4200, Los Angeles, CA 90071.
The
business address of MPF is Nemours Chambers, P.O. Box 3170, Road Town, Tortola,
British Virgin Islands.
As
Momentum Fund III was dissolved and terminated effective as of December 12,
2008, it no longer has a business address.
The
business address of Mr. Tacon is c/o Kroll (BVI) Limited, PO Box 4571, Palm
Grove House, 2nd Floor
Wickhams Cay, Road Town Tortola, British Virgin Islands VG1110.
Momentum
Fund III was a California limited partnership. MAG is a California limited
liability company. MPF is a corporation organized under the laws of the British
Virgin Islands. Mr. Firestone is a United States citizen. Mr. Tacon is British
citizen.
During the last five (5) years, none of
the Reporting Persons has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
During the last five (5) years, none of
the Reporting Persons has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source
and Amount of Funds or Other Consideration
No funds were used to acquire the
shares of common stock reported herein.
Item
4. Purpose
of Transaction
Items
5-11 of each Reporting Person’s respective cover page is incorporated herein by
this reference. The percentage of class of securities in row 13 of the cover
page is based on the assumption that the Issuer had 239,306,317 shares of Common
Stock outstanding, which is the number of shares reported to be outstanding on
the Issuer’s Form 10-Q for the quarterly period ended September 30,
2008.
7 of
11
Momentum
Fund III was dissolved and terminated effective as of December 12,
2008. In connection with the dissolution of Momentum Fund III, that
fund distributed to its 30 partners all Issuer’s securities that it owned,
including all of the shares of common stock, preferred stock and
warrants. Accordingly, Momentum Fund III no longer owns any of the
Issuer’s securities. Upon the termination of Momentum Fund III, MAG
ceased being the general partner of that entity and, accordingly, also ceased
beneficially owning the Issuer’s securities that were previously owned by
Momentum Fund III.
MPF
currently is in liquidation. Pursuant to an order issued by the
Eastern Caribbean Supreme Court, in the High Court of Justice, British Virgin
Islands, Mr. Tacon was appointed as the liquidator of MPF and, thereby, replaced
MAG (and Mr. Firestone) as the entity having control over the investments of
MPF. As the liquidator, Mr. Tacon currently has the sole right to
control acquisition, disposition and voting of the Issuer’s securities that are
owned by MPF. Mr. Tacon does not directly own any of the Issuer’s
securities.
None of
the Reporting Persons have any plan or proposal which relate to, or may result
in, any of the matters listed in Items 4(a)-(j) of this Statement.
Item
5. Interest in Securities of the Issuer
(a) MAG
(i) previously was the general partner of Momentum Fund III and (ii) previously
controlled the investments of MPF. Mr. Firestone is the Managing
Member of MAG. As a result of their prior control over Momentum Fund
III and MPF, Mr. Firestone and MAG previously were deemed to beneficially own
the securities of Momentum Fund III and MPF. Neither MAG nor Mr.
Firestone directly owns any securities of Issuer.
As of the
date of this filing, MPF owned 13,682,414 shares of Common Stock and warrants to
purchase up to 10,403,095 shares of Common Stock, each at an exercise price of
$0.01 per warrant.
Mr. Tacon
does not directly own any securities of the Issuer. However, as a
result of his appointment as the liquidator, and his ability to direct the
voting and disposition of the shares of MPF, Mr. Tacon is deemed to have
beneficial ownership of all securities owned by MPF.
MAG does
not directly own any securities of the Issuer. However, as a result
of MAG’s right to control the voting and the disposition of the securities owned
by Mercator Momentum Fund, L.P., MAG is deemed to have beneficial ownership of
all securities owned by Mercator Momentum Fund: 15,382,089 shares of Common
Stock and warrants to purchase up to 18,638,877 shares of Common Stock, at an
exercise price of $0.01 per warrant.
Mr.
Firestone does not directly own any securities of the
Issuer. However, as a result of his ownership of all outstanding
shares of MAG and his ability to direct the voting and disposition of the shares
of MAG, Mr. Firestone is deemed to have beneficial ownership of all securities
owned by Mercator Momentum Fund, L.P.
The
documentation governing the terms of the warrants contains provisions
prohibiting any exercise of the warrants that would result in the Reporting
Persons owning beneficially more than 9.99% of the outstanding shares of Common
Stock as determined under Section 13(d) of the Securities Exchange Act of
1934.
The
aggregate number and percentage of class of securities identified pursuant to
Item 4 beneficially owned by each person identified in Item 2(a) may
be found in rows 9 and 11 of the cover pages. The percentages
were based on the assumption that the Issuer had 239,306,317 shares outstanding,
based on the number of shares reported by the Issuer as outstanding in its
Quarterly Report on Form 10-Q for the period ending September 30,
2008.
8 of
11
(b) The right to vote and the right to
dispose of the shares beneficially owned by MPF are held by Mr.
Tacon.
The right to vote and the right to
dispose of the shares Momentum Fund III was beneficially owned by MAG, its
general partner, and Mr. Firestone, MAG’s manager. However, Momentum
Fund III was dissolved effective December 12, 2008.
(c)
The
information set forth in Item 4 is incorporated herein by this
reference.
(d) To
the knowledge of the Reporting Persons, no person has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities of the Issuer reported herein.
(e) On
December 12, 2008, Momentum Fund III dissolved and distributed all of its
securities to its partners and, effective as of that date, ceased being a
beneficial owner of more than five percent of any class of Issuer’s
securities.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Except as
set forth in Item 4, none of the Reporting Persons have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer or its
subsidiaries.
Item
7. Material
to Be Filed as Exhibits
Agreement
of Joint Filing, by and among the Reporting Persons.
9 of
11
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
Dated: December
12,
2008
|
MERCATOR
MOMENTUM FUND III, L.P.
|
||||
|
By:
|
M.A.G.
Capital, LLC,
its
general partner
|
||||
|
By:
|
/s/ David Firestone
|
||||
| David Firestone, | |||||
|
Managing
Member
|
|||||
|
Dated: January
6,
2009
|
MONARCH
POINTE FUND, LTD.
|
||||
|
|
By:
|
/s/ William Tacon
|
|||
|
William
Tacon, court appointed liquidator
|
|||||
|
Dated: January
6,
2009
|
|||||
|
/s/ William Tacon
|
|||||
|
William
Tacon
|
|||||
|
Dated: January
6,
2009
|
M.A.G.
CAPITAL, LLC
|
||||
|
By:
|
/s/ David Firestone
|
||||
|
David
Firestone,
|
|||||
|
Managing
Member
|
|||||
|
Dated: January
6,
2009
|
|||||
|
/s/ David F. Firestone
|
|||||
|
David
F. Firestone
|
|||||
10 of
11
EXHIBIT
AGREEMENT
OF JOINT FILING
The
undersigned hereby agree that the statement on Schedule 13D filed herewith (and
any amendments thereto), is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, on behalf of each such person.
|
Dated: December
12,
2008
|
MERCATOR
MOMENTUM FUND III, L.P.
|
||||
|
By:
|
M.A.G.
Capital, LLC,
its
general partner
|
||||
|
By:
|
/s/ David Firestone
|
||||
| David Firestone, | |||||
|
Managing
Member
|
|||||
|
Dated: January
6,
2009
|
MONARCH
POINTE FUND, LTD.
|
||||
|
|
By:
|
/s/ William Tacon
|
|||
|
William
Tacon, court appointed liquidator
|
|||||
|
Dated: January
6,
2009
|
|||||
|
/s/ William Tacon
|
|||||
|
William
Tacon
|
|||||
|
Dated: January
6,
2009
|
M.A.G.
CAPITAL, LLC
|
||||
|
By:
|
/s/ David Firestone
|
||||
|
David
Firestone,
|
|||||
|
Managing
Member
|
|||||
|
Dated: January
6,
2009
|
|||||
|
/s/ David F. Firestone
|
|||||
|
David
F. Firestone
|
|||||
11 of
11