BPZ Form SC 13G/A Amended Statement of Beneficial Ownership Filed Feb 14, 2014

SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)

Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 

Summer Street, Boston, Massachusetts 02210, a wholly- owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 16,284,047 shares or 13.653% of the Common Stock outstanding of BPZ RESOURCES INC ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Common Stock of BPZ RESOURCES INC owned by the investment companies at December 31, 2013 included 1,745,635 shares of Common Stock resulting from the assumed conversion of $7,000,000 principal amount of BPZ RESOURCES CV 8.5% 10/1/17 (249.376496 shares of Common Stock for each $1,000 principal amount of debenture).
Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 16,284,047 shares owned by the Funds.
The ownership of one investment company, Fideltiy Value Fund, amounted to 8,344,640 shares or 6.996% of the Common Stock outstanding. Fideltiy Value Fund has its principal business office at 245 Summer Street, Boston, Massachusetts 02210.
Fidelity SelectCo, LLC ("SelectCo"), 1225 17th Street, Suite 1100, Denver, Colorado 80202, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 500,300 shares or 0.419% of the Common Stock outstanding of BPZ RESOURCES INC ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940 (the "SelectCo Funds").
Edward C. Johnson 3d and FMR LLC, through its control of SelectCo, and the SelectCo Funds each has sole power to dispose of the 500,300 owned by the SelectCo Funds.
Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees.
Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 133,050 shares or 0.112% of the outstanding Common Stock of BPZ RESOURCES INC as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 133,050 shares and sole power to vote or to direct the voting of 133,050 shares of Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above.

SCHEDULE 13G - TO BE INCLUDED IN 

STATEMENTS 

FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT

The undersigned persons, on February 13, 2014, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Common Stock of BPZ RESOURCES INC at December 31, 2013.

FMR LLC

By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries

Edward C. Johnson 3d

By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d

Fidelity Management & Research Company

By /s/ Scott C. Goebel Scott C. Goebel Senior V.P. and General Counsel

Fideltiy Value Fund

By /s/ Scott C. Goebel Scott C. Goebel Secretary