| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COLOMBIA ENERGY RESOURCES, INC. [ CERX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/18/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/22/2013 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Warrant to Purchase Common Stock | (1) | 01/18/2013 | J(1) | 8,381,725(1) | 01/18/2013 | (1) | Common Stock | 8,381,725 | (1) | 8,381,725 | I | See Footnote(2) | |||
| Series A Convertible Preferred Stock | (3) | 01/18/2013 | J(3) | 600,000(3) | 06/01/2011 | (4) | Common Stock | 40,000,000(3) | (3) | 600,000 | I | See Footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 18, 2013, Odyssey Reinsurance Company ("Odyssey"), a subsidiary of Fairfax Financial Holdings Limited ("Fairfax"), purchased $105,000 aggregate principal amount of the Issuer's 15% secured promissory notes due January 18, 2014 and warrants (the "Warrants") to purchase 8,381,725 shares of the Common Stock of the Issuer for cash consideration of $100,000 (the "Transaction"). The Warrants may be exercised at any time, in whole or in part, at an exercise price of $0.01 per share of Common Stock. The Transaction was previously reported on Form 4 filed by the reporting persons on Jan 22, 2013, as amended hereby. |
| 2. All of the Warrants are held directly by Odyssey, a subsidiary of Fairfax. |
| 3. In connection with the Transaction, the issuer amended certain rights, preferences and privileges of its outstanding Series A Convertible Preferred Stock (the "Series A Stock"). The consent of the reporting persons was not solicited or required. As a result of the amendment, the conversion price of the Series A Stock was reduced, and each previously reported share of Series A Stock held by the reporting persons, which was initially convertible into 5 shares of Common Stock, is currently convertible into 66.7 shares of Common Stock. |
| 4. The Series A Stock has no expiration date, but is subject to certain Common Stock automatic conversion features beginning 18 months from the date of issuance. |
| 5. 600,000 shares of Series A Stock are held by Odyssey, a subsidiary of Fairfax. |
| /s/ Paul Rivett, Vice President, Operations | 02/06/2013 | |
| /s/ V. Prem Watsa | 02/06/2013 | |
| /s/ V. Prem Watsa, President | 02/06/2013 | |
| /s/ V. Prem Watsa, President | 02/06/2013 | |
| /s/ V. Prem Watsa, President | 02/06/2013 | |
| /s/ Kirk M. Reische, Vice President | 02/06/2013 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||