Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Global
Clean Energy Holdings, Inc.
(Name of
Issuer)
Common
Stock, no par value per share
(Title of
Class of Securities)
(CUSIP
Number)
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
ý Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall not be subject to all other provisions of the Act (however, see the
Notes).
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1.
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NAMES
OF REPORTING PERSONS.
Stewart
A. Resnick
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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13,445,000
(1)
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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13,445,000
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
13,445,000
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.11%
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12.
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TYPE
OF REPORTING PERSON
IN
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(1) The
securities reported include (i) 12,500,000 shares of the Issuer’s common stock;
and (ii) currently exercisable warrants to purchase 945,000 shares of the
Issuer’s common stock.
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1.
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NAMES
OF REPORTING PERSONS.
Roll
Energy Investments LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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13,445,000
(1)
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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13,445,000
(1)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
13,445,000
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.11%
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12.
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TYPE
OF REPORTING PERSON
OO
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(1) The
securities reported include (i) 12,500,000 shares of the Issuer’s common stock;
and (ii) currently exercisable warrants to purchase 945,000 shares of the
Issuer’s common stock.
Item
1(a). Name of Issuer.
The name
of the issuer is Global Clean Energy Holdings, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices.
The
address of the Issuer’s principal executive office is 6033 W. Century Blvd.,
Suite 895, Los Angeles, California 90045.
Item
2(a). Name of Person Filing.
Stewart
A. Resnick (“Resnick”)
Roll
Energy Investments LLC (“Roll LLC”)
This
statement relates to the securities directly owned by Roll
LLC. Resnick is the sole manager of Roll LLC. As a result
of his control over Roll LLC, Resnick is deemed to beneficially own the
securities held by Roll LLC. Resnick and Roll LLC are referred to
herein as the “Reporting Persons.”
Item
2(b). Address of Principal Business Office, or, if None,
Residence.
The
business address of each of Resnick and Roll LLC is 11444 West Olympic
Boulevard, 10th Floor,
Los Angeles, California 90064.
Item
2(c). Citizenship.
Roll LLC
is a Delaware limited liability company. Resnick is a U.S. Citizen.
Item
2(d). Title of Class of Securities.
The title
of the class of securities to which this statement relates is the common stock
of the Issuer, no par value per share (the “Common Stock”).
Item
2(e). CUSIP No.
The CUSIP
number is 378989107.
Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check
Whether the Person Filing is a:
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(a)
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Broker
or dealer registered under Section 15 of the Act |
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(b)
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Bank
as defined in Section 3(a)(6) of the Act |
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(c)
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Insurance
Company as defined in Section 3(a)(19) of the Act |
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(d)
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Investment
Company registered under Section 8 of the Investment Company Act of
1940 |
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(e)
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Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940 |
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(f)
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Employee
Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
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(g)
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Parent
Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See
Item 7) |
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(h)
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(H). |
The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the
cover pages and is incorporated herein by reference.
As of
April 5, 2010, Roll LLC was the record owner of (i) 12,500,000 shares of the
Issuer’s Common Stock; and (ii) currently exercisable warrants (“Warrants”) to
purchase 945,000 shares of the Issuer’s Common Stock. As of April 5, 2010, Roll
LLC owned approximately 5.11% of the Issuer’s Common Stock outstanding,
inclusive of the shares of Common Stock issuable upon exercise of the
Warrants.
As of
April 5, 2010, Stewart A. Resnick did not directly own any securities of the
Issuer. However, as the sole manager of Roll LLC, Mr. Resnick has the
power to vote, or to direct the vote, and to dispose of, or to direct the
disposition of, the securities held by Roll LLC. As a result of his control over
Roll LLC, Resnick is deemed to beneficially own the securities held by Roll
LLC.
Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this
Schedule is being filed to report the fact that as of the date hereof the
Reporting Person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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Not
Applicable.
Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: April 12,
2010
ROLL
ENERGY INVESTMENTS LLC
By:
/s/
STEWART RESNICK
Stewart
A. Resnick, Manager
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STEWART
A. RESNICK
By:
/s/
STEWART RESNICK
Stewart
A. Resnick, Manager
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EXHIBIT
A
AGREEMENT
OF JOINT FILING
The
undersigned hereby agree that the statement on Schedule 13G filed herewith (and
any amendments thereto), is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, on behalf of each such person.
ROLL
ENERGY INVESTMENTS, LLC
By:
/s/
STEWART RESNICK
Stewart
A. Resnick, Manager
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STEWART
A. RESNICK
By:
/s/
STEWART RESNICK
Stewart
A. Resnick
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