Sec Form 4 Filing - Metalmark Breitburn Holdings LLC @ Pacific Coast Oil Trust - 2013-09-24

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 Metalmark Breitburn Holdings LLC 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) 1177 AVENUE OF THE AMERICAS, 40TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2013 (Street) NEW YORK, NY10036 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 09/24/2013 S 4,410,944 ( 1 ) D $ 17.1 ( 2 ) 3,866,497 I By PCEC ( 3 )

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 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/ Metalmark BreitBurn Holdings LLC, By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ Metalmark Capital Partners (C) II, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ Metalmark Capital Partners II GP, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ Metalmark Capital Holdings LLC, By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Metalmark BreitBurn Holdings LLC ("Metalmark Breitburn") sold the 4,410,944 Trust Units (as defined below). Metalmark Capital Partners II GP, L.P. is the managing general partner of each of the funds, including Metalmark Capital Partners (C) II, L.P. (the "Metalmark Funds"), that owns the limited liability company interests of Metalmark Breitburn and has voting control over their limited liability company interests in Metalmark Breitburn. Investment decisions on behalf of the Metalmark Funds, including with respect to their limited liability company interests in Metalmark Breitburn, are made by the team of investment professionals responsible for the management of the Metalmark Funds. Metalmark Capital Holdings LLC is the general partner of Metalmark Capital Partners II GP, L.P. ( 2 )Pursuant to a registration rights agreement, Pacific Coast Oil Trust (the "Trust") registered the sale of 20,083,158 Trust Units representing Beneficial Interests in the Trust ("Trust Units") on a shelf registration statement. On September 23, 2013, Metalmark Breitburn received 4,410,944 Trust Units from Pacific Coast Energy Company LP ("PCEC") pursuant to a distribution to holders of interest in Pacific Coast Energy Holdings LLC ("PCEH"), the parent of PCEC, in accordance with the terms of the PCEH Amended and Restated Limited Liability Company Agreement. Prior to such distribution, Metalmark Breitburn indirectly beneficially owned such Trust Units through PCEC and its parent PCEH. ( 3 )PCEC directly owns 3,866,497 Trust Units. The reporting persons' ownership is indirect through PCEC.

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. 1001 and 15 U.S.C. 78ff(a).

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