Form 4 Pacific Copper Corp. For: May 06 Filed by: Pinetree Capital Ltd. (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Pinetree Resource Partnership

(Last)

(First)

(Middle)

130 KING STREET WEST, SUITE 2500

(Street)

TORONTO

M5X 1A9

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pacific Copper Corp. [PPFP]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2008

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	05/06/2008		P		500,000	A	$ 0.35 ⁽¹⁾	3,000,000	D ⁽²⁾

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

Warrants

$ 0.5

05/06/2008

250,000

05/06/2008

04/30/2010

Common Stock, par value $0.0001 per share

250,000

⁽¹⁾

250,000

D ⁽²⁾

1. Name and Address of Reporting Person^*

Pinetree Resource Partnership

(Last)

(First)

(Middle)

130 KING STREET WEST, SUITE 2500

(Street)

TORONTO

M5X 1A9

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Pinetree Capital Ltd.

(Last)

(First)

(Middle)

130 KING STREET W., SUITE 2500

(Street)

TORONTO

M5X 1A9

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities were acquired as part of a purchase of units at a price of $0.35 per Unit, each Unit consisting of one share of common stock and a warrant to purchase one-half share of common stock.

2. These securities are owned by Pinetree Resource Partnership ("Pinetree Resource"). Pinetree Capital Ltd. directly owns over 90% and beneficially owns 100% of Pinetree Resource and therefore may be deemed to have beneficial ownership of the securities.

	/s/ Larry Goldberg, Authorized Signing Officer	02/12/2009
	/s/ Larry Goldberg, Executive Vice President and Chief Financial Officer	02/12/2009
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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