Sec Form 4 Filing - Keys Randall D @ EVOLUTION PETROLEUM CORP - 2016-09-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Keys Randall D
2. Issuer Name and Ticker or Trading Symbol
EVOLUTION PETROLEUM CORP [ EPM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
1155 DAIRY ASHFORD, SUITE 425
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2016
(Street)
HOUSTON, TX77079
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/01/2016 F 22,543 ( 1 ) D $ 5.67 190,597 D
Common Stock 09/01/2016 A 87,302 ( 2 ) A $ 5.67 277,899 D
Common Stock 09/01/2016 M 12,931 ( 3 ) A $ 5.67 290,830 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Contingent Performance Stock Grant $ 0 09/01/2016 M 12,931 ( 3 ) 12/04/2019 Common Stock 12,931 $ 5.67 12,931 D
Contingent Performance Stock Grant $ 0 09/01/2016 A 29,101 ( 2 ) 09/01/2020 Common Stock 29,101 $ 0 29,101 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Keys Randall D
1155 DAIRY ASHFORD, SUITE 425
HOUSTON, TX77079
President and CEO
Signatures
/s/ Randall D. Keys 09/06/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares surrendered to the Company to pay income tax withholding obligations.
( 2 )The Company granted these shares of restricted stock pursuant to the Company's Amended and Restated 2004 Stock Plan, subject to specific performance goals and other vesting criteria.
( 3 )Contingent Restricted Stock award granted on December 4, 2015 that vested upon attainment of a specific performance goal.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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