Edgar Filing: EINHORN DAVID

Ownership Submission

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

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EINHORN DAVID

2. Issuer Name and Ticker or Trading Symbol
BioFuel Energy Corp. [BIOF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
See Footnotes (1)-(10)

(Last)

(First)

(Middle)

140 EAST 45TH STREET, FLOOR 24

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2012

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		6,144	A	⁽¹⁰⁾	18,266 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁴⁾
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		22,681	A	⁽¹⁰⁾	95,446 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁵⁾
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		31,467	A	⁽¹⁰⁾	965,923 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁶⁾
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		4,503	A	⁽¹⁰⁾	265,747 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁷⁾
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		3,156	A	⁽¹⁰⁾	30,190 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁸⁾
Common Stock, par value $0.01 per share	08/27/2012		J⁽¹⁰⁾		1,431	A	⁽¹⁰⁾	52,247 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁹⁾
Common Stock, par value $0.01 per share								2,750 ⁽¹¹⁾	D
Class B Common Stock								149,932 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁴⁾
Class B Common Stock								553,968 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁵⁾
Class B Common Stock								77,055 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

LLC Membership Units

$ 0 ⁽⁴⁾

02/02/2011

⁽⁴⁾

Common Stock, par value $0.01 per share

149,932

See Footnote ⁽⁴⁾

LLC Membership Units

$ 0 ⁽⁵⁾

02/04/2011

⁽⁵⁾

Common Stock, par value $0.01 per share

553,968

See Footnote ⁽⁵⁾

LLC Membership Units

$ 0 ⁽⁸⁾

02/04/2011

⁽⁸⁾

Common Stock, par value $0.01 per share

77,055

See Footnote ⁽⁸⁾

Stock Option (right to buy)

$ 0.73

05/21/2010

05/21/2014

Common Stock, par value $0.01 per share

250

Stock Option (right to buy)

$ 1.72

05/20/2011

05/20/2015

Common Stock, par value $0.01 per share

250

Stock Option (right to buy)

$ 3.55

05/15/2009

05/15/2013

Common Stock, par value $0.01 per share

250

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EINHORN DAVID 140 EAST 45TH STREET FLOOR 24 NEW YORK, NY 10017	X	X		See Footnotes (1)-(10)
Greenlight Capital Offshore Master (Gold), Ltd. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
Greenlight Capital (Gold), LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
Greenlight Capital Offshore Partners 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
DME Advisors GP, L.L.C. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
DME Advisors, LP 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
GREENLIGHT CAPITAL QUALIFIED, L.P. 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
GREENLIGHT CAPITAL L P 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
GREENLIGHT CAPITAL INC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X
GREENLIGHT CAPITAL LLC 140 EAST 45TH STREET 24TH FLOOR NEW YORK, NY 10017		X

Signatures

/s/ Harry Brandler, attorney-in-fact for David Einhorn		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, L.L.C.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, Inc.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, L.L.C., the General Partner of Greenlight Capital, L.P.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, L.L.C., the General Partner of Greenlight Capital Qualified, L.P.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of Greenlight Capital, Inc., Investment Manager of Greenlight Capital Offshore Partners		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of DME Advisors GP, L.L.C.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of DME Advisors GP, L.L.C., General Partner of DME Advisors, L.P.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of DME Management GP, LLC, General Partner of Greenlight Capital (Gold), L.P.		08/29/2012
^**Signature of Reporting Person		Date
/s/ Harry Brandler, Chief Financial Officer of DME Capital Management, LP, Investment Manager of Greenlight Capital Offshore Master (Gold), Ltd.		08/29/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	David Einhorn is a Director of BioFuel Energy Corp. (the "Issuer"). Mr. Einhorn is also the senior managing member of Greenlight Capital, L.L.C. ("Greenlight LLC"), DME Advisors GP, LLC ("DME GP") and DME Management GP, LLC ("DME Management GP"), and the president of Greenlight Capital, Inc. ("Greenlight Inc."). DME GP is the general partner of DME Advisors, LP ("DME") and DME Capital Management, LP ("DME CM").
(2)	One or more of the foregoing entities control the disposition and voting of shares of common stock, par value $0.01 per share (the "Common Stock"), of the Issuer, owned by one or more of the following entities: Greenlight Capital, L.P. ("Greenlight Fund"), Greenlight Capital Qualified, L.P. ("Greenlight Qualified"), Greenlight Capital Offshore Partners ("Greenlight Offshore"), Greenlight Capital (Gold), LP ("Greenlight Gold"), Greenlight Capital Offshore Master (Gold), Ltd. ("Greenlight Gold Offshore") and an account managed by DME (the "Managed Account," and, together with Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, Greenlight LLC, Greenlight Inc., DME GP, DME, DME Management GP and DME CM, the "Greenlight Parties"), in the respective capacities and quantities further described in the footnotes below.
(3)	Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of Mr. Einhorn and the Greenlight Parties disclaims beneficial ownership of the Common Stock except to the extent of their pecuniary interests therein. The filing of this Form 4 shall not be construed as an admission that David Einhorn or any of the Greenlight Parties is or was for the purposes of Section 16(a) of the Act, or otherwise, the beneficial owner of any of the shares of Common Stock owned by Greenlight Fund, Greenlight Qualified, Greenlight Offshore, Greenlight Gold, Greenlight Gold Offshore, or the Managed Account.
(4)	Greenlight LLC controls the voting and disposition of 18,266 shares of Common Stock through the account of Greenlight Fund, of which Greenlight LLC is the general partner. In addition, Greenlight Fund holds 149,932 shares of class B common stock, par value $0.01 per share ("Class B Stock") of the Issuer and 149,932 LLC membership units ("Units") of BioFuel Energy, LLC (the "LLC"), which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Fund.
(5)	Greenlight LLC controls the voting and disposition of 95,446 shares of Common Stock through the account of Greenlight Qualified, of which Greenlight LLC is the general partner. In addition, Greenlight Qualified holds 553,968 shares of Class B Stock and 553,968 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of Greenlight LLC, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Qualified.
(6)	Greenlight Inc. controls the voting and disposition of 965,923 shares of Common Stock held by Greenlight Capital Offshore Partners. Greenlight Inc. is the investment manager of Greenlight Capital Offshore Partners. As the president and a director of Greenlight Inc., Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Capital Offshore Partners.
(7)	DME controls the voting and disposition of 265,747 shares of Common Stock through the Managed Account, for which DME serves as the investment manager. As the senior managing member of DME GP, which is the general partner of DME, Mr. Einhorn may be deemed to beneficially own the shares held by the Managed Account.
(8)	DME Management GP and DME CM control the voting and disposition of 30,190 shares of Common Stock through the account of Greenlight Gold, of which DME Management GP is the general partner and DME CM is the investment manager. In addition, Greenlight Gold holds 77,055 shares of Class B Stock and 77,055 Units, which Units may be exchanged at any time for shares of Common Stock on a one-for-one basis. If any Units are exchanged, the same number of shares of Class B Stock will be retired. As the senior managing member of DME Management GP and the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the securities held by Greenlight Gold.
(9)	DME CM controls the voting and disposition of 52,247 shares of Common Stock through the account of Greenlight Gold Offshore, of which DME CM is the investment manager. As the senior managing member of DME GP, which is the general partner of DME CM, Mr. Einhorn may be deemed to beneficially own the shares held by Greenlight Gold Offshore.
(10)	Represents shares of Common Stock acquired by the Reporting Persons on August 27, 2012 for no additional current consideration in accordance with the terms of an ownership "true-up" agreement entered into among certain principal stockholders of the Issuer, pursuant to which certain management members and affiliates of Greenlight Inc. and Third Point LLC agreed to exchange Units, shares of Common Stock or cash at a future date, depending on the Issuer's performance. This arrangement is more fully described in the Issuer's Registration Statement on Form S-1/A, filed with the Commission on April 23, 2007 and in subsequent periodic reports filed by the Issuer under the Securities Exchange Act of 1934, as amended.
(11)	Represents shares of restricted stock granted to Mr. Einhorn pursuant to the Issuer's 2007 Equity Incentive Compensation Plan, including certain shares which only vest one year after date of grant.
Remarks: The Power of Attorney executed by David Einhorn, authorizing Harry Brandler and Daniel Roitman to sign and file this report, which was filed as Exhibit 99.2 to the Schedule 13G relating to NCR Corporation filed with the Securities and Exchange Commission on May 24, 2010, is incorporated herein by reference. All of the share numbers reported herein reflect a one-for-twenty reverse stock split effected by the Issuer on June 15, 2012, with respect to all outstanding shares of its Common Stock and Class B Common Stock.

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