SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Jacobi Abraham

(Last) (First) (Middle)
4211 NORTHERN BOULEVARD

(Street)
LONG ISLAND CITY NY 11101

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2009
3. Issuer Name and Ticker or Trading Symbol
New Generation Biofuels Holdings, Inc [ NGBF ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
03/24/2009
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 5,301,300 I Held by wholly-owned limited liability company
Common Stock, par value $0.001 10,114(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Cumulative Convertible Preferred Stock 05/09/2007 05/09/2010(2) Common Stock 62,500 $4 D
Warrant (Right to Buy) 05/09/2007 05/08/2012 Common Stock 31,250 $6 D
Explanation of Responses:
1. Each share of Series A Cumulative Convertible Preferred Stock ("Preferred Stock") listed in Table II below accrues cumulative dividends on a quarterly basis at a rate of 8% per annum for three years. All dividends will be paid in shares of the issuer's Common Stock having a fair market value at the time of issuance equal to the amount of dividends to be paid. The 10, 114 shares listed represent the amount of shares of Common Stock accrued as dividends through December 31, 2008.
2. Any shares of Preferred Stock outstanding on May 9, 2010 shall automatically convert into a number of shares of Common Stock determined by dividing the liquidation preference by the conversion price of the Preferred Stock then in effect.
/s/ Abraham Jacobi 03/31/2009
** 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 5 (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.
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