Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
Amendment No. 1
 
Global Clean Energy Holdings, Inc.
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

378989107
(CUSIP Number)

September 27, 2010
(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).
 
 
 
 
 
 
     
 
1.
NAMES OF REPORTING PERSONS.
Michael Zilkha
 
     
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
 (b) x
       
 
     
 
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
23,545,000 (1)
 
6.
SHARED VOTING POWER
0
 
7.
SOLE DISPOSITIVE POWER
23,545,000 (1)
 
8.
SHARED DISPOSITIVE POWER
0
 
 
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
23,545,000
 
     
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
 
     
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.68%
 
 
     
 
12.
TYPE OF REPORTING PERSON
 
IN
 

(1) The securities reported include (i) 22,600,000 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.
 
Michael Zilkha
 
Item 2(b).  Address of Principal Business Office, or, if None, Residence.
 
The business address of each of Mr. Zilkha is 1001 McKinney, Suite 1900, Houston TX 77002.
 
Item 2(c).  Citizenship.
 
Mr. Zilkha 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. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:
 
(a)
o
Broker or dealer registered under Section 15 of the Act
(b)
o
Bank as defined in Section 3(a)(6) of the Act
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940
(e)
o
Investment Adviser registered under section 203 of the Investment Advisers Act of 1940
(f)
o
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)
(g)
o
Parent Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
 
 
 
 
 
Item 4. Ownership.
 
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.
 
Prior to the transactions reported herein, Mr. Zilkha 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 September 27, 2010, Mr. Zilkha was the record owner of (i) 22,600,000 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 August 1, 2010, the Issuer had an aggregate of 270,464,478 shares of its Common Stock outstanding.  As a result, as of such date, Mr. Zilkha owned approximately 8.68% of the Issuer’s Common Stock outstanding, inclusive of the shares of Common Stock issuable upon exercise of the Warrants.
 
Item 5. Ownership of Five Percent or Less of a Class.
 
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 o.
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
 
Not Applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
Not Applicable.
 
Item 8. Identification and Classification of Members of the Group.
 
Not Applicable.
 
Item 9. Notice of Dissolution of Group.
 
Not Applicable.
 
Item 10. Certifications.
 
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:  September 29, 2010
 
MICHAEL ZILKHA
  
     
       
 
By:
/s/ MICHAEL ZILKHA          
    Michael Zilkha