Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OCONNOR C RODNEY
  2. Issuer Name and Ticker or Trading Symbol
SMF ENERGY CORP [FUEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
5450 ESSEX COURT
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2009
(Street)

WEST PALM BEACH, FL 33405
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/29/2009(1)(2)   J(1)(2)   26,754 A $ 0.38 (1) (2) 1,135,372 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible Preferred Stock $ 0.4 (1) (2) 06/29/2009(1)(2)   J(1)(2)   312   06/29/2009   (3) Common Stock 312,500 $ 400 (1) (2) 312 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OCONNOR C RODNEY
5450 ESSEX COURT
WEST PALM BEACH, FL 33405
  X      

Signatures

 /s/Richard E. Gathright, Attorney-in-fact   07/01/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On June 29, 2009 (the "Effective Date"), SMF Energy Corporation (the "Company") accepted a series of agreements pursuant to which it restructured its outstanding debt and equity capital (the "Recapitalization"). As part of the Recapitalization, the Company entered into a Payment and Exchange Agreement (the "Agreement") with the reporting person pursuant to which it (a) paid down 50% of the principal balance of the reporting person's September 2008 Unsecured Convertible Promissory Note (the "Existing Unsecured Note"), (b) exchanged the remaining principal balance thereof for shares of a new dividend-bearing $0.01 par value Series D Convertible Preferred Stock (" Series D Preferred") and (c) exchanged the accrued but unpaid interest on the Existing Unsecured Note for shares of Company's $0.01 par value Common Stock ("Shares").
(2) In accordance with the Agreement, on the Effective Date, the reporting person was issued 26,754 Shares and 312 shares of Series D Preferred. The Shares were valued at $0.38 per share, which is equal to or greater than the closing bid price of the Company's common stock on the Nasdaq Capital Market on the day immediately preceding the Effective Date. The shares of Series D Preferred were valued at $400 per share. Each share of Series D Preferred is convertible into 1,000 shares of the Company's common stock at a price per share of $0.40 per share, $0.02 above the closing price of the Company's common stock on the Effective Date.
(3) The Series D Preferred has no expiration date.

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