BPZ RESOURCES, INC. - 3 filing on 2011-07-08

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^*

Menniti Richard Saverio

(Last)

(First)

(Middle)

580 WESTLAKE PARK BLVD.

SUITE 525

(Street)

HOUSTON

77079

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2011

3. Issuer Name and Ticker or Trading Symbol
BPZ RESOURCES, INC. [ BPZ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Interim CFO

5. If Amendment, Date of 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

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	12,500⁽¹⁾	D
Common Stock	1,069⁽²⁾	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Incentive Stock Option	09/16/2011	09/16/2020	Common Stock	25,000⁽³⁾	4.2	D
Incentive Stock option	03/01/2012	03/01/2021	Common Stock	3,206⁽⁴⁾	6.42	D

Explanation of Responses:

1. On September 16, 2010, the Board of Directors of BPZ Resources, Inc. approved a grant of 12,500 shares of restricted common stock pursuant to its 2007 Long-Term Incentive Compensation Plan to Mr. Menniti related to his appointment as Director of Corporate Finance of the Company. The restricted stock will vest in full on the second anniversary of the grant date, September 16, 2012.

2. On March 1, 2011, the Board of Directors of BPZ Resources, Inc. approved a grant of 1,069 shares of restricted common stock pursuant to its 2007 Long-Term Incentive Compensation Plan to Mr. Menniti. The restricted stock will vest in full on the second anniversary of the grant date, March 1, 2013.

3. On September 16, 2010, the Board of Directors of BPZ Resources, Inc. approved the option to purchase 25,000 shares of the Company's Common Stock pursuant to its 2007 Long-Term Incentive Compensation Plan to Mr. Menniti related to his appointment as Director of Corporate Finance of the Company. The award exercise price is based on the date the Company's Board of Directors approved the award, September 16, 2010. 8,333 shares vest one year from the date of grant, 8,333 shares vest on the second anniversary from the date of grant and 8,334 shares vest on the third anniversary from the date of grant.

4. On March 1, 2011, the Board of Directors of BPZ Resources, Inc. approved the option to purchase 3,206 shares of the Company's Common Stock pursuant to its 2007 Long-Term Incentive Compensation Plan to Mr. Menniti. The award exercise price is based on the date the Company's Board of Directors approved the award, March 1, 2011. 1,068 shares vest one year from the date of grant, 1,069 shares vest on the second anniversary and third anniversary from the date of grant, respectively.

	/s/ Richard S. Menniti	07/08/2011
	** 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).
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