Sec Form 4 Filing - WATTS KENT @ HYDROCARB ENERGY CORP - 2015-08-26

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 WATTS KENT 2. Issuer Name and Ticker or Trading Symbol HYDROCARB ENERGY CORP [ HECC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 3803 PINE BRANCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2015 (Street) PEARLAND, TX77581 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 08/27/2015 S 499,997 ( 1 ) D $ 0.5 5,113,619 ( 2 ) D Common Stock 09/08/2015 S 166,666 ( 1 ) D $ 0.5 4,946,953 ( 2 ) D Common Stock 09/16/2015 S 50,000 ( 1 ) D $ 0.5 4,896,953 ( 2 ) D Common Stock 09/17/2015 S 513,335 ( 1 ) D $ 0.5 4,383,618 ( 2 ) D Common Stock 09/21/2015 S 66,667 ( 1 ) D $ 0.5 4,316,951 ( 2 ) D Common Stock 09/21/2015 J( 6 ) 50,000 D 4,266,951 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Inst r. 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 Convertible Subordinated Promissory $ 0.75 09/14/2015 J( 3 )( 4 ) 1 ( 3 ) 09/14/2015 09/14/2018 Common Stock 466,667 ( 4 ) 1 ( 3 ) ( 4 ) D Convertible Subordinated Promissory $ 0.75 09/17/2015 J( 4 )( 5 ) 1 ( 5 ) 09/17/2015 09/17/2018 Common Stock 222,223 ( 5 ) 1 ( 4 ) ( 5 ) D Convertible Subordinated Promissory $ 4 09/21/2015 J( 6 )( 7 ) 1 ( 6 ) 06/10/2015 06/10/2018 Series B Preferred Stock ( 6 ) ( 7 ) 50,000 ( 6 ) 1 ( 6 ) ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WATTS KENT 3803 PINE BRANCH DRIVE PEARLAND, TX77581 X X Chief Executive Officer Signatures /s/ Kent P. Watts 09/25/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In August and September 2015, Mr. Watts sold an aggregate of 1,296,665 shares of restricted common stock which he held to thirteen purchasers in private transactions for $0.50 per share ($648,333 in aggregate). A closing condition to the sale was that Mr. Watts enter into the voting agreement described in footnote (2) below and that Mr. Watts use the funds received to purchase units as described in footnote (3) below. ( 2 )On or around August 25, 2015, Mr. Watts entered into a voting agreement in favor of S. Chris Herndon, a member of the Board of Directors of the Registrant. Pursuant to the voting agreement, Mr. Watts provided Mr. Herndon a voting proxy to vote all of the shares of common stock which Mr. Watts owns or may acquire in the future, to vote to elect or remove (as applicable) 66.6% of members of the Registrant's Board of Directors on any stockholder vote (i.e., 2 out of 3 directors). The voting agreement was to become effective, only if Mr. Watts sold $1 million in securities in private transactions on similar terms as described above before September 21, 2015, which transactions did not occur, and which voting agreement has subsequently terminated with no force or effect. ( 3 )On September 14, 2015, Mr. Watts subscribed for $350,000 in Convertible Subordinated Promissory Notes. ( 4 )All principal and accrued interest on the Convertible Subordinated Promissory Notes is convertible into common stock at a conversion price of $0.75 per share at any time. Additionally, the Registrant may force the conversion of the Convertible Subordinated Promissory Notes into common stock in the event the trading price of the Registrant's common stock is equal to at least $5.00 per share for at least 20 out of any 30 consecutive trading days. Any shares of common stock issuable upon conversion of the Convertible Subordinated Promissory Notes are subject to a lock-up whereby no shares of common stock can be sold until January 1, 2016, and no more than 2,500 shares of common stock can be sold per day thereafter until the Registrant's common stock is listed on the NASDAQ or NYSE market or the trading volume of the Registrant's common stock is in excess of 100,000 shares per day. ( 5 )On September 17, 2015, Mr. Watts subscribed for $166,667 in Convertible Subordinated Promissory Notes. ( 6 )On September 21, 2015, Mr. Watts and the Registrant entered into a First Amendment to Exchange Agreement, which amended the Exchange Agreement dated June 10, 2015. Pursuant to the original terms of the Exchange Agreement, Mr. Watts exchanged 8,188 shares of Series A 7% Convertible Voting Preferred Stock, and accrued and unpaid dividends, assuming such Series A 7% Convertible Voting Preferred Stock was correctly designated and issued, into 32 units, each consisting of (a) 25,000 shares of the restricted common stock of the Registrant; and (b) $100,000 in face amount of Convertible Subordinated Promissory Notes. Mr. Watts received an aggregate of 800,000 shares of common stock and a Convertible Promissory Note with an aggregate principal amount of $3.2 million and a maturity date of June 10, 2018 in connection with the Exchange Agreement. The First Amendment reduced the total Units due to Mr. Watts to 30 units. ( 7 )Among other terms, all principal and accrued interest on the Notes are convertible at the option of the holder into common stock of the Registrant at $4 per share. Additionally, at such time as the Registrant has filed a designation of Series B Convertible Preferred Stock with the Secretary of State of Nevada, the Notes, and any and all accrued and unpaid interest thereon, automatically converts into shares of Series B Convertible Preferred Stock of the Registrant at a conversion price of $1,000 per share (with any remaining amount payable in cash at the time of conversion). The terms of the Notes and Series B Convertible Preferred Stock are described in greater detail in the Form 8-K filed by the Registrant with the SEC on June 19, 2015.

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