Statement of Changes in Beneficial Ownership (4)
01 Mayo 2020 - 1:19PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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CARROLL JONATHAN P |
2. Issuer Name and Ticker or Trading Symbol
BLUE DOLPHIN ENERGY CO
[
BDCO
]
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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 |
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(Last)
(First)
(Middle)
C/O BLUE DOLPHIN ENERGY COMPANY, 801 TRAVIS STREET, SUITE 2100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/30/2020 |
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 8426456 | I | Lazarus Energy Holdings, LLC |
| Common Stock | 4/30/2020 | | A(1) | | 231065 | A | $.69 (2) | 1919760 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 November 2019 through March 2020. 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's common stock on a monthly basis. The average was $0.69, the low was $0.52, and the high was $1.07. |
Reporting Owners
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| 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 |
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Signatures
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| /s/ Jonathan P. Carroll | | 5/1/2020 |
| **Signature of Reporting Person | Date |
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