Sec Form 4 Filing - Batchelor Joshua Lane @ US ENERGY CORP - 2022-01-17

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
Batchelor Joshua Lane
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 X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% owner group
(Last) (First) (Middle)
2121 SAGE ROAD, SUITE 325
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2022
(Street)
HOUSTON,, TX77056
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 01/17/2022 A 40,000( 1 )( 2 ) A $ 0( 3 ) 40,000 D( 4 )
Common Stock 5,668,121( 2 ) D( 5 )
Common Stock 434,130( 2 ) D( 6 )
Common Stock 688,273( 2 ) D( 7 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Batchelor Joshua Lane
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
X X Member of 10% owner group
Sage Road Capital, LLC
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
X Member of 10% owner group
Banner Oil & Gas, LLC
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
X Member of 10% owner group
Woodford Petroleum, LLC
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
Member of 10% owner group
Llano Energy LLC
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
Member of 10% owner group
Stamets Benjamin Andrew
2121 SAGE ROAD, SUITE 325
HOUSTON,, TX77056
X Member of 10% owner group
Signatures
/s/ Joshua L. Batchelor 01/31/2022
Signature of Reporting Person Date
/s/ Benjamin A. Stamets 01/31/2022
Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC 01/31/2022
Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC 01/31/2022
Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC 01/31/2022
Signature of Reporting Person Date
/s/ Joshua L. Batchelor, Manager of Llano Energy LLC 01/31/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock shares subject to time-based vesting, which vest at the rate of (a) 1/4th of such shares on January 17, 2022, and (b) 1/4th of such shares on the last day of each six months thereafter for the following eighteen months, subject to the recipient's continued service to the Issuer.
( 2 )Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7).
( 3 )Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer.
( 4 )Represents shares of shares of common stock, $0.01 par value per share of the Issuer, held by Mr. Joshua L. Batchelor.
( 5 )Represents shares of common stock, $0.01 par value per share of the Issuer, held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
( 6 )Represents shares of common stock, $0.01 par value per share of the Issuer, held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
( 7 )Represents shares of common stock, $0.01 par value per share of the Issuer, held by Llano Energy LLC ("Llano"). The shares held by Llano may be deemed to be beneficially owned by Sage Road, which indirectly controls Llano and manages certain funds which own a majority interest of Llano, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

Remarks:
By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Banner, Woodford and Llano, and Sage Road and Mr. Batchelor and Mr. Stamets, due to their control of such entities, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Banner, Woodford and Llano, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; and Synergy Offshore LLC. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group".The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons).For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on January 10, 2022.

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