Green Brick Partners, Inc. — Director's Dealing 2011

Mar 23, 2011

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BioFuel Energy Corp. (BIOF)
CIK: 0001373670
Period of Report: 2011-02-04

Reporting Person: EDELMAN THOMAS J (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	471690	Indirect
Common Stock	10068422	Direct
Class B Common Stock	5487689	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Membership Units in BioFuel Energy, LLC	$0		Common Stock (5487689)		Direct

Footnotes

F1: On February 4, 2011, the issuer completed a rights offering to its stockholders that resulted in the issuer issuing to subscribers in the rights offering 63,773,603 newly issued shares of Common Stock. In connection with the rights offering, Mr. Edelman, together with his wife and trusts for the benefit of Mr. Edelman's family members, of which he is trustee (see note (2) below), purchased a total of 10,540,112 shares of Common Stock at a price of $0.56 per share. Concurrent with the rights offering, BioFuel Energy, LLC, a subsidiary of the issuer, conducted a private placement of membership units. In connection with the private placement, Mr. Edelman purchased a total of 4,134,878 units, together with 4,134,878 shares of Class B Common Stock attributable to such units. The units and shares of Class B Common Stock are exchangeable on a one-for-one basis for Common Stock. (See note (3) below.)

F2: These shares of Common Stock are owned by Mr. Edelman's wife, Ingrid O. Edelman, and trusts for the benefit of Mr. Edelman's family members, of which he is trustee. Mr. Edelman disclaims any beneficial ownership of these shares, except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that Mr. Edelman is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

F3: Pursuant to the Third Amended and Restated LLC Agreement of BioFuel Energy, LLC, unit holders are entitled to convert their membership units into Common Stock of the issuer on a one-for-one basis. Upon such conversion, an equivalent number of shares of Class B Common Stock of the issuer attributable to such membership units become retired without further action. This conversion right continues for an indefinite period until termination and dissolution of the LLC in accordance with the LLC Agreement.