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
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- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS
FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO
FILED PURSUANT TO RULE 13-2(a)
Pacific
Ethanol, Inc.
(Name of
Issuer)
Common
Stock, $0.001 par value per share
(Title of
Class of Securities)
69423U107
(CUSIP
Number)
Frank P.
Greinke
P.O. Box
4159
1800 W.
Katella, Ste. 400
Orange,
CA 92863
with copy
to:
Robert
Bollar, Esq.
P.O. Box
4159
1800 W.
Katella, Ste. 400
Orange,
CA 92863
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
28, 2009
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [_]
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.
(continued
on following pages)
(Page of
1 of 7 pages)
_______________
*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 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).
-2-
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CUSIP
No. 69423U 10 7
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SCHEDULE
13D
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Page
3 of 7
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Exhibit
A
|
1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FRANK P. GREINKE
FRANK P. GREINKE, AS TRUSTEE
UNDER THE GREINKE PERSONAL LIVING TRUST DATED APRIL 20,
1999
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
PF
|
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e) [_]
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6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of
America
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
|
SOLE
VOTING POWER
4,738,123 (1)
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|
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
4,738,123 (1)
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||
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10
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SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,738,123
(1)
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|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.6% (2)
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14
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TYPE
OF REPORTING PERSON
IN
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(1)
Represents shares of common stock underlying 1,538,462 shares of Series B
Preferred Stock beneficially owned by the Reporting Persons, based on the
Reporting Persons’ calculation of the conversion rate of the Series B Preferred
Stock on January 6, 2010 to be approximately 3.08:1 (as a result of certain
anti-dilution adjustments made subsequent to the original issuance of the Series
B Preferred Stock).
(2) Based
on 57,636,828 shares of common stock outstanding on November 12,
2009.
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CUSIP
No. 69423U 10 7
|
SCHEDULE
13D
|
Page 4
of 7
|
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Item
1.
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Security
and Issuer.
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The
securities that are the subject of this statement consist of common stock, $.001
par value per share (“Common Stock”), of Pacific Ethanol, Inc., a Delaware
corporation (the “Issuer”). The name, address, and telephone number of the
principal executive office of the Issuer is as follows:
Pacific
Ethanol, Inc.
400
Capitol Mall, Suite 2060
Sacramento,
California 95814
Tel: (916)
403-2123
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Item
2.
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Identity
and Background.
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(a) This
Schedule 13D is filed by Frank P. Greinke, an individual (“Greinke”) and Frank
P. Greinke, as Trustee under the Greinke Personal Living Trust (the “Trust,” and
collectively with Greinke the “Reporting Persons”).
Frank P. Greinke
P.O. Box 4159
1800 W. Katella, Ste. 400
Orange, CA 92863
(c) The
principal occupation of Greinke is the Chief Executive Officer of Southern
Counties Oil Co., a California Limited Partnership The address for of
Southern Counties Oil Co. is:
Southern Counties Oil Co.
P.O. Box 4159
1800 W. Katella, Ste. 400
Orange, CA 92863
(d) –
(e) During the last five years the Reporting Persons have not (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f) Greinke
is a citizen of the United States of America.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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The
source of funds used to acquire the securities of the Issuer described in Item 4
below was personal funds of Greinke. The disclosures set
forth in Item 4 are incorporated herein by reference.
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CUSIP
No. 69423U 10 7
|
SCHEDULE
13D
|
Page 5
of 7
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Item
4.
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Purpose
of Transaction.
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On December 28, 2009, the Trust
purchased 1,538,462 shares of the Issuer’s Series B Preferred Stock from Lyles
United, LLC (“Lyles”), pursuant to a private transaction.
The acquisition of the Series B
Preferred Stock described above was made for investment purposes.
Except as set forth in this Item 4,
none of the Reporting Persons have any present plans or proposals that relate to
or would result in any of the actions specified in clauses (a) through (j) of
the instructions to Item 4 of Schedule 13D. The Reporting Persons
intend to review their investment in the Issuer on a continuing
basis. The Reporting Persons intend to have open communications with
the Issuer's management in order to monitor their investment in the Issuer’s
securities. Depending on market conditions and other factors
including, without limitation, the Issuer's financial position and investment
strategy, the Reporting Persons may, at any time or from time to time, take such
actions with respect to its investment in the Issuer as it deems appropriate,
including without limitation acquiring additional securities of the Issuer, or
alternatively, disposing of some or all of the securities of the Issuer
beneficially owned by them.
At the
current time, the Reporting Persons plan to transfer an undetermined portion of
the Series B Preferred Stock they own to certain officers of Southern Counties
Oil Co. in private transactions that have not been negotiated. This
description speaks only to the expectations of the Reporting Persons, and the
Reporting Persons cannot guaruntee that the transactions will be
consumated.
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Item
5.
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Interest
in Securities of the Issuer.
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(a) The
Reporting Persons beneficially own 4,738,123 shares of common stock of the
Issuer, which equals approximately 7.6% of the outstanding shares of Common
Stock as of January 5, 2010. Percentage ownership is based upon an
assumption that 57,636,828 shares of Common Stock are outstanding, which the
Issuer represented in its proxy statement on schedule 14A filed with the
Securities and Exchange Commission on November 17, 2009 to be the number of
shares outstanding on November 12, 2009.
(b) The
Reporting Persons have sole power to vote and sole power to dispose of the
securities of the Issuer beneficially owned by the Reporting
Persons.
(c) Other
than as described above in Item 6, the Reporting Persons have not effected any
transactions in the Issuer’s common stock during the past 60 days.
(d) No
other person besides the Reporting Persons 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.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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On
December 28, 2009, the Trust and Lyles closed a private transaction pursuant to
which (i) Lyles sold 1,538,462 shares of the Issuer’s Series B Preferred Stock
to the Trust and (ii) Lyles assigned its rights under a certain Registration
Rights Agreement, dated March 27, 2008, between the Issuer and Lyles, to the
Trust.
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CUSIP
No. 69423U 10 7
|
SCHEDULE
13D
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Page 6
of 7
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Item
7.
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Material
to be Filed as Exhibits.
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Exhibit
99.1
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Registration
Rights Agreement, dated March 27, 2008, between the Issuer and
Lyles.*
|
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*
Filed with the Securities and Exchange Commission on March 27, 2008 as
exhibit 10.4 to the Issuer’s Form 8-K for March 26, 2008 and incorporated
herein by reference.
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CUSIP
No. 69423U 10 7
|
SCHEDULE
13D
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Page 7
of 7
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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.
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January 6, 2010 |
| (Date) |
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FRANK
P. GREINKE
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By:
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/s/ Frank P. Greinke
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Frank
P. Greinke
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FRANK
P. GREINKE, AS TRUSTEE UNDER THE
GREINKE
PERSONAL LIVING TRUST DATED APRIL 20,
1999
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By:
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/s/ Frank P. Greinke
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Frank
P. Greinke, Trustee
of the Greinke Personal Living Trust Dated April 20,
1999
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