Sec Form 4 Filing - Sophia Co Inc. @ RED MOUNTAIN RESOURCES, INC. - 2013-08-27

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
Sophia Co Inc.
2. Issuer Name and Ticker or Trading Symbol
RED MOUNTAIN RESOURCES, INC. [ RDMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
STERLING HOUSE,, 16 WESLEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2013
(Street)
HAMILTON,, D0HM 11
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 08/27/2013 P 285,714 ( 1 ) A $ 7 ( 1 ) 1,346,676 ( 1 ) D ( 2 ) ( 3 ) ( 4 )
Common Stock 04/01/2014 P 555,556 A 1,902,232 ( 1 ) D ( 2 ) ( 3 ) ( 4 )
Common Stock 04/01/2014 J( 6 ) 100,409 A 2,002,641 ( 1 ) D ( 2 ) ( 3 ) ( 4 )
10.0% Series A Cumulative Redeemable Preferred Stock 04/01/2014 S 88,889 D 0 D ( 2 ) ( 3 ) ( 4 )
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
(Ins tr. 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sophia Co Inc.
STERLING HOUSE,
16 WESLEY STREET
HAMILTON,, D0HM 11
X
Blue Jays Stiftung
LANDSTRASSE 99
POSTFACH 532
SCHAAN, N2FL-9494
X
Signatures
/s/ See Exhibit 99.1 10/24/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective January 31, 2014, Red Mountain Resources, Inc. (the "Issuer") effected a reverse stock split of its common stock, at an exchange ratio of 1-for-10 (the "Reverse Stock Split"), as reported in the Issuer's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 4, 2014. Amounts and prices reported in this Form 4, as well as the disclosure in the footnotes to this Form 4, have been adjusted to give effect to the Reverse Stock Split.
( 2 )This statement is jointly filed by and on behalf of each of Sophia Company Inc. ("Sophia") and Blue Jays Stiftung ("BJS," and together with Sophia, the "Reporting Persons"). Sophia is the direct beneficial owner of the securities covered by this statement. BJS is the sole shareholder of Sophia and may be deemed to beneficially own securities owned by Sophia.
( 3 )Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 4 )Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
( 5 )Sophia exchanged 88,889 shares of 10.0% Series A Cumulative Redeemable Preferred Stock of the Issuer for 555,556 shares of common stock of the Issuer.
( 6 )Transferred to Sophia by a third party for no consideration.

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