Sec Form 4 Filing - Ottaviani William L @ ZION OIL & GAS INC - 2011-09-30

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 Ottaviani William L 2. Issuer Name and Ticker or Trading Symbol ZION OIL & GAS INC [ ZN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President/COO (Last) (First) (Middle) 160 MEADOWVIEW DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2011 (Street) STATE COLLEGE, PA16801 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

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 Options $ 0.01 09/30/2011 A 2,500 ( 1 ) ( 1 ) 01/31/2020 Common Stock Par Value $0.01 2,500 ( 1 ) 16,515 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ottaviani William L 160 MEADOWVIEW DRIVE STATE COLLEGE, PA16801 X President/COO Signatures Brittany Russell AIF for William L. Ottaviani 10/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were granted under the Company's 2005 Stock Option Plan. Pursuant to the Reporting Person's employment agreement with the company, at the end of each calendar quarter, beginning with the quarter ended March 31, 2010, the Reporting Person is entitled to fully vested options at a per share exercise price of $0.01 to purchase such number of the Company's common stock, par value $0.01 per share (the "Common Stock"), as shall equal $12,500 divided by the closing price on the last trading day of the respective calendar quarter of the Company's publicly traded share of Common Stock, but in no event less than $5.00 per share. The closing of Market price on September 30, 2011 was $1.96; therefore the number of option shares is based on $5.00.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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