Sec Form 3 Filing - GrowthWorks Canadian Fund Ltd. @ Global Clean Energy Holdings, Inc. - 2018-12-26

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
GrowthWorks Canadian Fund Ltd.
2. Issuer Name and Ticker or Trading Symbol
Global Clean Energy Holdings, Inc. [ GCEH]
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)
66 WELLINGTON STREET WEST, SUITE 5300
3. Date of Earliest Transaction (MM/DD/YY)
12/26/2018
(Street)
TORONTO, A6M5K 1E6
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Common Stock 40,000,000 ( 1 ) D ( 2 )
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
GrowthWorks Canadian Fund Ltd.
66 WELLINGTON STREET WEST, SUITE 5300
TORONTO, A6M5K 1E6
X
Signatures
/s/ Donna Parr, GrowthWorks Canadian Fund by Crimson Capital Inc. its Investment Advisor 02/28/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )GrowthWorks Commercialization Fund Ltd. ("GW Comm") is also a reporting person for purposes of this Form 3. GW Comm's address is: 66 Wellington Street West, Suite 5300, Toronto, Ontario, Canada M5K 1E6. Each of the reporting persons disclaims beneficial ownership of the reported shares except to the extent of its respective pecuniary interest therein.
( 2 )The shares were assigned to Pacific Sequoia Holdings LLC, AllianceBernstein Venture Fund I, L.P. and GrowthWorks Canadian Fund Ltd. (collectively, the "Collateral Agent") pursuant to an assignment agreement. The Collateral Agent was designated as collateral agent pursuant to a guarantee and security agreement by and between the Collateral Agent and other parties thereto (the "Security Agreement"). The shares were assigned to the Collateral Agent in partial satisfaction of the obligations owed under the Security Agreement. Each of the reporting persons is entitled to the benefit of the Security Agreement in its capacity as a creditor of the debtor party to the Security Agreement, Targeted Growth, Inc.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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