exv4w4










Exhibit 4.4







	__% SERIES A CONVERTIBLE __% SERIES A CONVERTIBLE PREFERRED STOCK PREFERRED STOCK __% Series A
Convertible Preferred Stock (par value $0.01 per share) (liquidation preference $10.00 per share)
of INCORPORATED UNDER THE LAWS Alon USA Energy, Inc. OF THE STATE OF DELAWARE CUSIP 020520 20 1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
CERTIFICATE OF DESIGNATION REFERRED TO BELOW. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL
DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH
REGISTRAR AND TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT TRANSFER COMPLIES WITH THE
FOREGOING RESTRICTIONS. Alon USA Energy, Inc., a Delaware corporation (the “Corporation”), hereby
certifies that is the record owner of This Stock is fully paid and non-assessable shares of
preferred stock of the Corporation designated the “__% Series A Convertible Preferred Stock,” par
value $0.01 per share and liquidation preference $10.00 per share (the “Convertible Preferred
Stock”). The shares of Convertible Preferred Stock are transferable on referred one TRANSFER the
books and records of the Corporation maintained by the Registrar, in person or by a duly authorized
attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The
designation, rights, privileges, restrictions, preferences and other terms and provisions of the
Convertible of Preferred Stock represented hereby are issued and shall in all respects be subject
to the provisions of the Certificate of Designation of the Corporation, dated ________, 2010, as the
same may be amended from time to time in accordance with its terms
(the “Certificate of
Designation”). Capitalized terms used herein but not defined shall have the respective meanings
given them to in the Certificate of Designation. The Corporation will provide a copy of the
Certificate of Designation to a Holder without charge upon written request to the Corporation at its
principal place of business. to the in Reference is hereby made to select provisions of the
Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation,
which select provisions and the Certificate of Designation shall for all purposes have the same
effect as if set forth herein. By certificates AGENT’S The the Upon receipt of this certificate, the
Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.
Unless the Transfer Agent’s Certificate of Authentication hereon has been properly executed, the
shares of Convertible Preferred Stock evidenced hereby shall not be entitled to any benefit under
the Certificate of Designation or be valid for any purpose. Bank within CERTIFICATE IN WITNESS
WHEREOF, Alon USA Energy, Inc. has executed this certificate and affixed its seal as of the date set
forth below. Dated: representing of mentioned Dated: New OF AUTHORIZED York Certificate
AUTHENTICATION as shares Mellon, TRANSFER of Convertible of Designation OFFICER AGENT Preferred .
Secretary Executive Chairman of the Board








 









 








Alon USA Energy, Inc.



__% Series A Convertible Preferred Stock


Dividends on each share of Convertible Preferred Stock shall be payable in cash, shares of Common
Stock or a combination of cash or shares of Common Stock at a rate per annum set forth on the face
hereof as provided in the Certificate of Designation.






The shares of Convertible Preferred Stock
shall be convertible into the Corporation’s Common Stock in the manner and according to the terms
set forth in the Certificate of Designation.



At any time from and after _________, 2013, if the Daily VWAP of the Common Stock equals or exceeds
130% of the then-prevailing Conversion Price for at least 15 Trading Days in a period of 30
consecutive Trading Days, the Corporation may, at its option, require that each then outstanding
share of Convertible Preferred Stock be automatically converted into a number of shares of the
Common Stock equal to the then applicable Conversion Rate.



If any Holder of shares of Convertible Preferred Stock elects to convert its shares in connection
with a Fundamental Change, the Corporation will increase the conversion rate for shares of
Convertible Preferred Stock surrendered for conversion in the manner and according to the terms set
forth in the Certificate of Designation.



On or after ________, 2017, the shares of Convertible Preferred Stock shall be redeemable as
provided in the Certificate of Designation.



As required under Delaware law, the Corporation shall furnish to any Holder upon request and
without charge, a full summary statement of the designations, voting rights preferences,
limitations and special rights of the shares of each class or series authorized to be issued by the
Corporation so far as they have been fixed and determined.



 

ASSIGNMENT




FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:



	 	 	 	 	 

	 	PLEASE INSERT SOCIAL SECURITY OR OTHER
	 	 	 
	 	IDENTIFYING NUMBER OF ASSIGNEE
 


	 	 	 
	 	 
	 	 	 
	 	 


	 	 	 






 




(INSERT ADDRESS AND ZIP CODE OF ASSIGNEE)




 





 





 



and irrevocably appoints:



	 	 	 

	 	 	agent








to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of
the Transfer Agent and Registrar. The agent may substitute another to act for him or her.




	 	 	 

	Dated

	 	 
	 

	 	 





	 	 	 

	X

	 	 
	 

	 	 
	 
	 	 
	X

	 	 
	 

	 	 
	NOTICE:

	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.







Signature(s) Guaranteed




	 	 	 

	By

	 	 
	 

	 	 
	 

	 	SIGNATURE MUST BE GUARANTEED BY AN “ELIGIBLE
GUARANTOR INSTITUTION” (I.E., A BANK,
STOCKBROKER, SAVINGS AND LOAN ASSOCIATION OR
CREDIT UNION) MEETING THE REQUIREMENTS OF THE
REGISTRAR, WHICH REQUIREMENTS INCLUDE MEMBERSHIP
OR PARTICIPATION IN THE SECURITIES TRANSFER
AGENTS MEDALLION PROGRAM (“STAMP”) OR SUCH OTHER
“SIGNATURE GUARANTEE PROGRAM” AS MAY BE
DETERMINED BY THE REGISTRAR IN ADDITION TO, OR IN
SUBSTITUTION FOR, STAMP, ALL IN ACCORDANCE WITH
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.