SEC Form 4
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*
Palmer Richard NMN
(Last) (First) (Middle)
2790 SKYPARK DRIVE
SUITE 105
(Street)
TORRANCE CA 90505
(City) (State) (Zip)
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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 05/20/2010 G 1,225,000 D $0 58,805,241 D
Common Stock 05/04/2011 G 20,000 D $0 58,785,241 D
Common Stock 05/04/2011 S 11,000,000 D $0.0414 47,785,241 D
Common Stock 12/31/2020 G 990,300 D $0 46,794,941 D
Common Stock 12/23/2021 G 28,912 D $0 4,650,585(1) D
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 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
Stock Option (right to buy) $0.154(2) 10/16/2018 A 11,000,000 (3) 10/15/2023 Common Stock 11,000,000 $0 11,000,000 D
5% Convertible Note due October 15, 2020 $0.154(4) 10/16/2018 A $1,000,000 10/16/2018 10/15/2020 Common Stock 6,493,507 $0 $1,000,000 D
5% Convertible Note due October 15, 2020 $0.154 02/23/2022 D(5) $1,000,000 10/16/2018 10/15/2020 Common Stock 6,493,507 $0 $0 D
5% Convertible Note due February 23, 2024 $0.154 02/23/2022 A(5) $1,000,000 02/23/2022 (6) Common Stock 7,616,305(7) $0 $1,000,000 D
Explanation of Responses:
1. The Issuer effected a 1-for-10 reverse stock split of its Common Stock on March 26, 2021 (the Reverse Split).
2. The Stock Option originally covered 110,000,000 shares at an exercise price of $0.0154 but has been adjusted to reflect the Reverse Split.
3. The Reporting Person will vest, and can exercise the Stock Option, with respect to 40,000,000 shares when the market capitalization of the Issuer first reaches $7 million; another 40,000,000 shares will vest when the market capitalization of the Issuer first reaches $15 million; and the remaining 30,000,000 shares will vest when the market capitalization of the Issuer first reaches $25 million.
4. The Note originally provided for a conversion price of $0.0154 but has been adjusted to reflect the Reverse Split.
5. On February 23, 2022, the Issuer and the Reporting Person agreed to amend the Note that was originally issued on October 16, 2018, in order to, among other things, extend the maturity date.
6. The maturity date of the Note is the later of February 23, 2024 or the date that the Series C Preferred Shares of the Issuer have been redeemed in full pursuant to the Certificate of Designations of Series C Preferred Stock.
7. The amended Note provides that the maximum number of shares into which the Note may be converted is 7,616,305
/s/ Richard Palmer 06/26/2023
** 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).
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