Edgar Filing: ROCHWARGER GEOFFREY

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 ^*

ROCHWARGER GEOFFREY

2. Issuer Name and Ticker or Trading Symbol
Genie Energy Ltd. [GNE]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman

(Last)

(First)

(Middle)

C/O GENIE ENERGY LTD., 550 BROAD STREET

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2013

(Street)

NEWARK, NJ 07102

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $.01 par value per share	03/11/2013		D		15,453	D	⁽¹⁾	45,255 ⁽²⁾	D
Series 2012 - A Preferred Stock, $.01 par value per share	03/11/2013		A		15,453	A	⁽¹⁾	15,453	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 6.85

03/11/2013

D⁽³⁾

889

⁽³⁾

06/15/2013

Class B Common Stock

889

⁽³⁾

Employee Stock Option (right to buy)

$ 6.85

03/11/2013

A⁽³⁾

889

⁽³⁾

06/15/2014

Class B Common Stock

889

⁽³⁾

889

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROCHWARGER GEOFFREY C/O GENIE ENERGY LTD. 550 BROAD STREET NEWARK, NJ 07102			Vice Chairman

Signatures

Joyce J. Mason, by Power of Attorney		03/13/2013
^**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)	The reporting person disposed of 15,453 shares of Class B Common Stock in exchange for 15,453 shares of Series 2012 - A Preferred Stock in an issuer exchange offer.
(2)	Consists of 24,975 shares of the Company's unvested Class B Common Restricted Stock of which 12,488 vest on November 3, 2013 and 12,487 vest on November 3, 2014 and 20,280 shares of the Company's Class B Common Stock held by Mr. Rochwarger directly.
(3)	The two reported transactions involved an amendment of an outstanding option to extend the expiration date, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally grangted on November 3, 2011 and vested immediately.

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