Sec Form 4 Filing - LARSEN MARK J @ US ENERGY CORP - 2015-01-29

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 LARSEN MARK J 2. Issuer Name and Ticker or Trading Symbol US ENERGY CORP [ USEG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 877 N 8TH ST W 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2015 (Street) RIVERTON, WY82501 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 01/29/2015 A( 1 ) 18,238 A $ 1.48 127,308 I ( 2 ) By Esop Common Stock 01/29/2015 J( 3 ) 38,879 A $ 1.48 291,200 I ( 4 ) By Immediate Family Common Stock 287,737 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 Stock Option (Right to Buy) $ 2.08 12/31/2014 06/30/2023 Common Stock 65,000 65,000 D ( 5 ) Stock Option (Right to Buy) $ 2.52 09/22/2009 09/21/2018 Common Stock 75,000 75,000 D ( 6 ) Stock Options (Right to Buy) $ 4.97 01/01/2008 07/26/2017 Common Stock 200,000 200,000 D ( 7 ) Stock Options (Right to Buy) $ 3.86 10/14/2005 10/13/2015 Common Stock 100,000 100,000 D ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LARSEN MARK J 877 N 8TH ST W RIVERTON, WY82501 X Signatures /s/ Mark J. Larsen 01/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares issued in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. ( 2 )Shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. ( 3 )Shares issued to be held in ESOP accounts established for the benefit of members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2). ( 4 )Includes shares held in ESOP accounts established to benefit members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2). ( 5 )A portion of these options became exercisable on July 1, 2014 and the remainder became exercisable on December 31, 2014. ( 6 )Stock options granted under the Issuers 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009. ( 7 )Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3. ( 8 )Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

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

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