Sec Form 4 Filing - Pacific Coast Energy Co LP @ Pacific Coast Oil Trust - 2013-09-23

Insider filing report for Changes in Beneficial Ownership
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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
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pacific Coast Energy Co LP
2. Issuer Name and Ticker or Trading Symbol
Pacific Coast Oil Trust [ ROYT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
515 SOUTH FLOWER STREET, SUITE 4800
3. Date of Earliest Transaction (MM/DD/YY)
09/23/2013
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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
Trust Units representing Beneficial Interests 09/23/2013 J 11,216,661 D $ 0 ( 1 ) 8,866,497 D ( 2 )
Trust Units representing Beneficial Interests 09/24/2013 S 5,000,000 D $ 17.1 ( 3 ) 3,866,497 D ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pacific Coast Energy Co LP
515 SOUTH FLOWER STREET, SUITE 4800
LOS ANGELES, CA90071
X
PCEC (GP) LLC
515 SOUTH FLOWER STREET, SUITE 4800
LOS ANGELES, CA90071
X
PACIFIC COAST ENERGY HOLDINGS LLC
515 SOUTH FLOWER STREET, SUITE 4800
LOS ANGELES, CA90071
X
Metalmark Breitburn Holdings LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR
NEW YORK, NY10036
X
Metalmark Capital Partners (C) II, L.P.
1177 AVENUE OF THE AMERICAS, 40TH FLOOR
NEW YORK, NY10036
X
Metalmark Capital Partners II GP, L.P.
1177 AVENUE OF THE AMERICAS, 40TH FLOOR
NEW YORK, NY10036
X
Metalmark Capital Holdings LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Pacific Coast Energy Company LP, By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ PCEC (GP) LLC, By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ Pacific Coast Energy Holdings LLC, By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ Metalmark BreitBurn Holdings LLC, By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ Metalmark Capital Partners (C) II, L.P., By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ Metalmark Capital Partners II GP, L.P., By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
/s/ Metalmark Capital Holdings LLC, By: Dee Alaniz, attorney-in-fact 09/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 23, 2013, Pacific Coast Energy Company LP ("PCEC") distributed 11,216,661 Trust Units representing Beneficial Interests in the Issuer ("Trust Units") to all unitholders in accordance with Pacific Coast Energy Holdings LLC's amended and restated limited liability company agreement. These distributions are collectively referred to as the "Distribution."
( 2 )Prior to the Distribution, PCEC directly owned the Trust Units, and all other reporting persons' ownership was indirect through PCEC.
( 3 )On September 24, 2013, in connection with a registered public offering by certain selling unitholders of their Trust Units, PCEC sold a portion of its remaining Trust Units following the Distribution.
( 4 )PCEC directly owns the Trust Units. All other reporting persons' ownership is indirect through PCEC.

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