Evergreen
Energy Inc.
|
||
(Name
of Issuer)
|
||
Common
Stock, par value $.001 per share
|
||
(Title
of Class of Securities)
|
||
30024B104
|
||
(CUSIP
Number)
|
||
July
1, 2008
|
||
(Date
of Event Which Requires Filing of this
Statement)
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
NAVIGATOR MASTER, L.P.
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) o
(b) o
|
||||
3.
|
SEC
Use Only
|
|||||
4.
|
Citizenship
or Place of Organization
|
Bermuda
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
5,774,464
|
|||
6.
|
Shared
Voting Power
|
0
|
||||
7.
|
Sole
Dispositive Power
|
5,774,464
|
||||
8.
|
Shared
Dispositive Power
|
0
|
||||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,774,464
|
||||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
o
|
||||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
6.8%
|
||||
12.
|
Type
of Reporting Person (See Instructions)
|
PN
|
1.
|
Names
of Reporting Persons.
|
STEELHEAD
PARTNERS, LLC
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) o
(b) o
|
||||
3.
|
SEC
Use Only
|
|||||
4.
|
Citizenship
or Place of Organization
|
Delaware
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
5,999,464
|
|||
6.
|
Shared
Voting Power
|
0
|
||||
7.
|
Sole
Dispositive Power
|
5,999,464
|
||||
8.
|
Shared
Dispositive Power
|
0
|
||||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,999,464
|
||||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
o
|
||||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.0%
|
||||
12.
|
Type
of Reporting Person (See Instructions)
|
IA
|
1.
|
Names
of Reporting Persons.
|
JAMES
MICHAEL JOHNSTON
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) o
(b) o
|
||||
3.
|
SEC
Use Only
|
|||||
4.
|
Citizenship
or Place of Organization
|
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
|||
6.
|
Shared
Voting Power
|
5,999,464
|
||||
7.
|
Sole
Dispositive Power
|
0
|
||||
8.
|
Shared
Dispositive Power
|
5,999,464
|
||||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,999,464
|
||||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
o
|
||||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.0%
|
||||
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
1.
|
Names
of Reporting Persons.
|
BRIAN
KATZ KLEIN
|
||||
2.
|
Check
the Appropriate Box if a Member of a Group (See
Instructions)
|
(a) o
(b) o
|
||||
3.
|
SEC
Use Only
|
|||||
4.
|
Citizenship
or Place of Organization
|
United
States
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5.
|
Sole
Voting Power
|
0
|
|||
6.
|
Shared
Voting Power
|
5,999,464
|
||||
7.
|
Sole
Dispositive Power
|
0
|
||||
8.
|
Shared
Dispositive Power
|
5,999,464
|
||||
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
5,999,464
|
||||
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
|
o
|
||||
11.
|
Percent
of Class Represented by Amount in Row (9)
|
7.0%
|
||||
12.
|
Type
of Reporting Person (See Instructions)
|
IN/HC
|
Item
1.
|
|
Item
2.
|
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
|
|
o
|
(a)
|
Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
|
|
o
|
(b)
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
|
|
o
|
(c)
|
Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
|
|
o
|
(d)
|
Investment
company registered under section 8 of the Investment Company Act
of 1940
(15 U.S.C 80a-8).
|
|
ý
|
(e)
|
An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
|
|
o
|
(f)
|
An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
|
|
ý
|
(g)
|
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
|
|
o
|
(h)
|
A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
|
|
o
|
(i)
|
A
church plan that is excluded from the definition of an investment
company
under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C.
80a-3);
|
|
o
|
(j)
|
Group,
in accordance with
§240.13d-1(b)(1)(ii)(J).
|
Item
4.
|
Ownership. Provide
the following information regarding the aggregate number and percentage
of
the class of securities of the issuer identified in Item
1.
|
Item
5.
|
Ownership
of Five Percent or Less of a
Class.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding
Company.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
Item
9.
|
Notice
of Dissolution of Group.
|
Item
10.
|
Certification.
|
Dated: July
8, 2008
|
STEELHEAD
PARTNERS, LLC
By:
/s/ James Michael Johnston
James
Michael Johnston
Its
Member-Manager
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|
Dated: July
8, 2008
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:Steelhead
Partners, LLC, its Investment Manager
By:
/s/ James Michael Johnston
James
Michael Johnston
Its
Member Manager
|
Exhibit
A
|
Joint
Filing Undertaking
|
Page
10
|
Dated: July
8, 2008
|
STEELHEAD
NAVIGATOR MASTER, L.P.
By:Steelhead
Partners, LLC, its Investment Manager
By:
/s/ James Michael Johnston
James
Michael Johnston
Its
Member Manager
|
STEELHEAD
PARTNERS, LLC
By:
/s/ James Michael Johnston
James
Michael Johnston
Its
Member Manager
|
|
JAMES
MICHAEL JOHNSTON
/s/
James Michael Johnston
James
Michael Johnston
|
|
BRIAN
KATZ KLEIN
/s/
Brian Katz Klein
Brian
Katz Klein
|