Sec Form 4 Filing - Greenhill Capital Partners II L P @ 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 Greenhill Capital Partners II L P 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) 300 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2013 (Street) NEW YORK, NY10022 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 3,299,877 ( 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 Greenhill Capital Partners II L P 300 PARK AVENUE NEW YORK, NY10022 X GCP Managing Partner II, L.P. 300 PARK AVENUE NEW YORK, NY10022 X GREENHILL CAPITAL PARTNERS, LLC 300 PARK AVENUE NEW YORK, NY10022 X GREENHILL & CO INC 300 PARK AVENUE NEW YORK, NY10022 X Signatures /s/ Greenhill Capital Partners II, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ GCP Managing Partner II, L.P., By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ Greenhill Capital Partners, LLC, By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date /s/ Greenhill & Co., Inc., By: Dee Alaniz, attorney-in-fact 09/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Greenhill Capital Partners II, L.P., Greenhill Capital Partners (Cayman) II, L.P., Greenhill Capital Partners (Executives) II, L.P. and Greenhill Capital Partners (Employees) II, L.P. are collectively referred to as the "Greenhill Funds." The Greenhill Funds together sold the 3,299,877 Trust Units (as defined below). Greenhill & Co., Inc. is the sole member of Greenhill Capital Partners, LLC, which controls GCP Managing Partner II, L.P., which is the general partner of each of the Greenhill Funds. ( 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, the Greenhill Funds received 3,299,877 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, the Greenhill Funds 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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