SEC Form 3

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* PENINSULA MASTER FUND, LTD (Last) (First) (Middle) C/O PENINSULA CAPITAL MANAGEMENT, LP 235 PINE STREET, SUITE 1600 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2008	3. Issuer Name and Ticker or Trading Symbol EVOLUTION PETROLEUM CORP [ EVP ]
		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 of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	2,727,400(1)	D
Common Stock	2,727,400(2)	I	By Peninsula Master Fund, Ltd.
Common Stock	1,969,510(3)	I	Footnote(3)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* PENINSULA MASTER FUND, LTD (Last) (First) (Middle) C/O PENINSULA CAPITAL MANAGEMENT, LP 235 PINE STREET, SUITE 1600 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* PENINSULA CAPITAL MANAGEMENT, LP (Last) (First) (Middle) 235 PINE STREET SUITE 1600 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

1. Name and Address of Reporting Person* BEDFORD SCOTT (Last) (First) (Middle) 235 PINE STREET SUITE 1600 (Street) SAN FRANCISCO CA 94104 (City) (State) (Zip)

Explanation of Responses:

1. These securities are owned by Peninsula Master Fund, Ltd., which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Peninsula Capital Management, LP, the investment manager of Peninsula Master Fund, Ltd., and Scott Bedford, the President of Peninsula Capital Management LP's general partner.

3. These securities may be deemed to be beneficially owned by Peninsula Capital Management, LP, the general partner and/or investment manager of certain private investment funds which own such securities.

Remarks:

(+) Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Peninsula Master Fund, Ltd.(+), By: Peninsula Capital Management, LP, By: /s/ Scott Bedford	11/21/2008
	Peninsula Capital Management, LP(+), By: /s/ Scott Bedford	11/21/2008
	/s/ Scott Bedford	11/21/2008
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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