**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-Q/A**

**(Amendment No. 1)**

 

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| **x** | **QUARTERLY   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------------------|

** **

**for the quarterly period ended March 31, 2012**

 

**OR**

 
| **o** | **TRANSITION   REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE   ACT OF 1934** |
|-------|------------------------------------------------------------------------------------------------------------|

 

**for the transition period from                  to                  **

 

**Commission File Number: 1-35532**

 

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**PACIFIC COAST OIL TRUST**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                     | ** ** | **80-6216242**                       |
|------------------------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of incorporation or   organization) |       | (I.R.S. Employer Identification No.) |

 

| **The Bank of New York Mellon Trust Company, N.A.,    Trustee**

**Global Corporate Trust**

**919 Congress Avenue**

**Austin, Texas** | ** ** | **78701**  |
|-----------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
| (Address of principal executive offices)                                                                                                |       | (Zip Code) |

 

**1-800-852-1422**

(Registrant’s telephone number, including area code)

 

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. * *(Check one):

 

| Large accelerated filer o                     |   | Accelerated filer o         |
|-----------------------------------------------|--------|-----------------------------|
|                                          |   |                        |
| Non-accelerated filer x                       |   | Smaller reporting company o |
| (Do not check if a smaller reporting company) |   |                        |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of June 6, 2012,  38,583,158 Units of Beneficial Interest in Pacific Coast Oil Trust were outstanding.

 

 

 

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**EXPLANATORY NOTE**

 

The sole purpose of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012 as filed with the SEC on June 8, 2012 (the “10-Q”), is to correct a typographical error on the cover page of the 10-Q in the number of Units of Beneficial Interest in Pacific Coast Oil Trust outstanding as of June 6, 2012.  No other changes have been made to the 10-Q, whether to update the 10-Q to reflect events occurring subsequent to the filing of the 10-Q or otherwise.  Updated certifications have been provided as required.

 

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**Item 6.             Exhibits.**

 

The exhibits listed in the accompanying index are filed as part of this Quarterly Report on Form 10-Q/A.

 

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**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
|   | **PACIFIC COAST OIL TRUST** |
|--------|-----------------------------|
|   |                        |   |
|   | By:                         | The   Bank of New York Mellon Trust Company, N.A., as Trustee |
|   |                        |   |
|   |                        | By: | /s/   Mike Ulrich |
|   |                        |   | Mike   Ulrich |
|   |                        |   | Vice   President |

 

Date: June 21, 2012

 

The Registrant, Pacific Coast Oil Trust, has no principal executive officer, principal financial officer, board of directors or persons performing similar functions. Accordingly, no additional signatures are available and none have been provided. In signing the report above, the Trustee does not imply that it has performed any such function or that any such function exists pursuant to the terms of the Trust Agreement under which it serves.

 

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**Exhibit Index**

 
| **Exhibit   Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1                  |       | Underwriting   Agreement dated as of May 2, 2012 among Pacific Coast Energy Company LP,   PCEC (GP) LLC, Pacific Coast Oil Trust and Barclays Capital Inc., Citigroup   Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith   Incorporated, J.P. Morgan Securities LLC, UBS Securities LLC and Wells Fargo   Securities, LLC, as representatives of the several underwriters named therein   (Incorporated herein by reference to Exhibit 1.1 to the Trust’s Current   Report on Form 8-K filed on May 8, 2012 (File No. 1-35532)). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.1                  |       | Certificate   of Trust of Pacific Coast Oil Trust. (Incorporated herein by reference to   Exhibit 3.1 to the Registration Statement on Form S-1, filed on   January 6, 2012 (Registration No. 333-178928))                                                                                                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                  |       | Trust   Agreement of Pacific Coast Oil Trust, dated January 3, 2012, among   Pacific Coast Energy Company LP, Wilmington Trust, National Association, as   Delaware trustee of Pacific Coast Oil Trust, and The Bank of New York Mellon   Trust Company, N.A., as trustee of Pacific Coast Oil Trust. (Incorporated   herein by reference to Exhibit 3.5 to the Registration Statement on   Form S-1, filed on January 6, 2012 (Registration No. 333-178928))                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3                  |       | Amended   and Restated Trust Agreement of Pacific Coast Oil Trust, dated May 8,   2012, among Pacific Coast Energy Company LP, Wilmington Trust, National   Association, as Delaware trustee of Pacific Coast Oil Trust, and The Bank of   New York Mellon Trust Company, N.A., as trustee of Pacific Coast Oil Trust.   (Incorporated herein by reference to Exhibit 3.1 to the Trust’s Current   Report on Form 8-K filed on May 8, 2012 (File No. 1-35532))                                                                                      |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.1                 |       | Conveyance   of Net Profits Interests and Overriding Royalty Interest, dated as of   May 8, 2012, by and between Pacific Coast Energy Company LP and Pacific   Coast Oil Trust (Incorporated herein by reference to Exhibit 10.1 to the   Trust’s Current Report on Form 8-K filed on May 8, 2012 (File   No. 1-35532))                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.2                 |       | Registration   Rights Agreement, dated as of May 8, 2012, by and between Pacific Coast   Energy Company LP and Pacific Coast Oil Trust (Incorporated herein by   reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K   filed on May 8, 2012 (File No. 1-35532))                                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3                 |       | Operating   and Services Agreement, dated as of May 8, 2012, by and between Pacific   Coast Energy Company LP and Pacific Coast Oil Trust (Incorporated by   reference to Exhibit 10.3 to the Trust’s Current Report on Form 8-K   filed on May 8, 2012 (File No. 1-35532))                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31*                  |       | Certification   pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32*                  |       | Certification   pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

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*Filed herewith.

 

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