Ownership Submission
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, 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 *
  Pacific Coast Energy Co LP
 2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2012		 3. Issuer Name and Ticker or Trading Symbol
Pacific Coast Oil Trust [ROYT]
(Last)
(First)
(Middle)
515 SOUTH FLOWER STREET, SUITE 4800		 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 Original Filed(Month/Day/Year)
05/02/2012
(Street)

LOS ANGELES, CA 90071		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Trust Units representing Beneficial Interests 38,583,158 (1) (2) (3)
D (2) (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pacific Coast Energy Co LP
515 SOUTH FLOWER STREET, SUITE 4800
LOS ANGELES, CA 90071		     X    
Greenhill Capital Partners II L P
300 PARK AVENUE
NEW YORK, NY 10022		     X    
GCP Managing Partner II, L.P.
300 PARK AVENUE
NEW YORK, NY 10022		     X    
GREENHILL CAPITAL PARTNERS, LLC
300 PARK AVENUE
NEW YORK, NY 10022		     X    
GREENHILL & CO INC
300 PARK AVENUE
NEW YORK, NY 10022		     X    

Signatures

/s/ Pacific Coast Energy Company LP, By: Dee Alaniz, attorney-in-fact 05/10/2012
**Signature of Reporting Person Date
/s/ Greenhill Capital Partners II, L.P., By: Dee Alaniz, attorney-in-fact 05/10/2012
**Signature of Reporting Person Date
/s/ GCP Managing Partner II, L.P., By: Dee Alaniz, attorney-in-fact 05/10/2012
**Signature of Reporting Person Date
/s/ Greenhill Capital Partners, LLC, By: Dee Alaniz, attorney-in-fact 05/10/2012
**Signature of Reporting Person Date
/s/ Greenhill & Co., Inc., By: Dee Alaniz, attorney-in-fact 05/10/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to a Conveyance of Net Profits Interests and Overriding Royalty Interest agreement (the "Conveyance Agreement") entered into between Pacific Coast Energy Company LP ("PCEC"), the Issuer and the other party thereto, PCEC conveyed its net profits and overriding royalty interests in certain of PCEC's properties located onshore in California to the Issuer, effective as of April 1, 2012, in exchange for 38,585,158 units in the Issuer (the "Trust Units"). The Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (File No. 178928) relating to the sale of the Trust Units effective on May 2, 2012.
(2) This form is filed jointly by each of the undersigned entities. PCEC directly owns the Trust Units. The remaining reporting persons may be deemed to share voting or dispositive power over the Trust Units and may be deemed to indirectly beneficially own the Trust Units, but disclaim beneficial ownership except to the extent of their pecuniary interest therein.
(3) Greenhill Capital Partners, LLC, whose sole member is Greenhill & Co., Inc., is the general partner of GCP Managing Partner II, L.P. GCP Managing Partner II, L.P. is the general partner of Greenhill Capital Partners II, L.P., Greenhill Capital Partners (Cayman) II, L.P., Greenhill Capital Partners (Executives) II, L.P. and Greenhill Capital Partners (Employees) II, L.P. (collectively, the "Funds"). The Funds own an equity interest in Pacific Coast Energy Holdings LLC, the sole member of PCEC (GP) LLC, which is the general partner of PCEC.
 
Remarks:
Form 2 of 2

This amended Form 3 amends and restates the information reported in the initial Form 3 filed on May 2, 2012 to correct the amount of Trust Units reported in Table I and to clarify certain information in the accompanying footnotes.

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