Sec Form 4 Filing - VR Global Partners, L.P. @ Energizer Resources, Inc. - 2014-01-07

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
VR Global Partners, L.P.
2. Issuer Name and Ticker or Trading Symbol
Energizer Resources, Inc. [ ENZR]
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)
DUBAI INTERNATIONAL FINANCIAL CENTER, GATE VILLAGE, BLDG. 4, SUITE 402
3. Date of Earliest Transaction (MM/DD/YY)
01/07/2014
(Street)
DUBAI, C0506755
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, $0.001 01/07/2014 P 4,250,000 A $ 0.1137 6,511,904 I See Footnote ( 3 )
Common Stock, $0.001 01/15/2014 S 500,000 D $ 0.135 18,567,309 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 02/12/2014 S 500,000 D $ 0.16 18,067,309 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 08/27/2014 S 802,000 D $ 0.1605 17,265,309 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 08/29/2014 S 239,500 D $ 0.16 17,025,809 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 09/12/2014 S 1,500,000 D $ 0.1788 15,525,809 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 09/19/2014 P 3,620,000 A $ 0.14 19,145,809 ( 1 ) I See Footnote ( 2 )
Common Stock, $0.001 07/31/2015 X 3,334,000 A $ 0 22,479,809 ( 1 ) I See Footnote ( 2 )
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
Warrants to Purchase Common Stock $ 0.18 01/07/2014 P 7,250,000 01/07/2014 01/14/2017 Common Stock, $0.001 7,250,000 $ 0.0126 8,678,571 ( 1 ) I See Footnote ( 2 )
Warrants to Purchase Common Stock $ 0.18 01/07/2014 P 2,125,000 01/07/2014 01/14/2017 Common Stock, $0.001 2,125,000 $ 0.0126 2,839,285 I See Footnote ( 3 )
Special Warrants(Right to acquire Common Stock and Warrants) $ 0 04/24/2015 P 3,334,000 ( 4 ) ( 4 ) See Footnote 5 ( 5 ) ( 5 ) $ 0.12 3,334,000 ( 1 ) I See Footnote ( 2 )
Special Warrants(Right to acquire Common Stock and Warrants) $ 0 07/31/2015 X 3,334,000 ( 4 ) ( 4 ) See Footnote 5 ( 5 ) ( 5 ) $ 0 0 ( 1 ) I See Footnote ( 2 )
Warrants to Purchase Common Stock $ 0.14 07/31/2015 X 1,667,000 07/31/2015 05/04/2018 Common Stock, $0.001 1,667,000 $ 0 8,917,000 ( 1 ) I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
VR Global Partners, L.P.
DUBAI INTERNATIONAL FINANCIAL CENTER
GATE VILLAGE, BLDG. 4, SUITE 402
DUBAI, C0506755
X
VR Advisory Services Ltd
DUBAI INTERNATIONAL FINANCIAL CENTER
GATE VILLAGE, BLDG. 4, SUITE 402
DUBAI, C0506755
X
VR Capital Participation Ltd.
DUBAI INTERNATIONAL FINANCIAL CENTER
GATE VILLAGE, BLDG. 4, SUITE 402
DUBAI, C0506755
X
VR Capital Group Ltd.
DUBAI INTERNATIONAL FINANCIAL CENTER
GATE VILLAGE, BLDG. 4, SUITE 402
DUBAI, C0506755
X
VR Capital Holdings Ltd.
DUBAI INTERNATIONAL FINANCIAL CENTER
GATE VILLAGE, BLDG. 4, SUITE 402
DUBAI, C0506755
X
Deitz Richard
NIDDRY LODGE
51 HOLLAND STREET, FIRST FLOOR
LONDON, W87JB
X
Signatures
/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd, the general partner of VR Global Partners, L.P. 12/29/2015
Signature of Reporting Person Date
/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd 12/29/2015
Signature of Reporting Person Date
/s/ Richard Deitz, Authorized Person of VR Capital Participation Ltd. 12/29/2015
Signature of Reporting Person Date
/s/ Richard Deitz, Authorized Person of VR Capital Group Ltd. 12/29/2015
Signature of Reporting Person Date
/s/ Richard Deitz, Authorized Person of VR Capital Holdings Ltd. 12/29/2015
Signature of Reporting Person Date
/s/ Richard Deitz 12/29/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The filing of this Form 4 shall not be construed as an admission that VR Advisory Services Ltd ("VR"), VR Capital Participation Ltd. ("VRCP"), the sole shareholder of VR, VR Capital Goup ("VRCG"), the sole shareholder of VRCP, VR Capital Holdings Ltd. ("VRCH"), the sole shareholder of VRCG, or Richard Deitz, the principal of VR, VRCP, VRCG and VRCH, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 (the "Common Stock"), or warrants exercisable to purchase Common Stock of Energizer Resources Inc. (the "Issuer") purchased by VR Global Partners, L.P. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his spective pecuniary interest therein.
( 2 )VR Global Partners, L.P., for which VR is the general partner, currently holds 22,479,809 shares of Common Stock of the Issuer and warrants exercisable to purchase 8,917,000 shares of Common Stock of the Issuer. VRCP is the sole shareholder of VR. VRCG is the sole shareholder of VRCP. VRCH is the sole shareholder of VRCG. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held indirectly by VR, VRCP, VRCG and VRCH because, as the principal of VR, VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.
( 3 )VRCP currently holds 6,511,904 shares of Common Stock of the Issuer and warrants exercisable to purchase 2,125,000 shares of Common Stock of the Issuer. VRCG reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCP. VRCH reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCG, the sole shareholder of VRCP. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because, as the principal of VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.
( 4 )The Special Warrants will be deemed to be exercised without payment of additional consideration or further action on the earlier of (i) the third business day following the day upon which the Issuer obtains a receipt for a final prospectus qualifying the Common Stock and warrants exercisable to purchase Common Stock from the securities regulatory authority in of the provinces of British Columbia, Ontario, Alberta and certain other jurisdictions in which the Special Warrants are sold and further provided that the Issuer has filed (and has in effect) a resale registration statement in the United States with the Securities and Exchange Commission relating to the Common Stock and warrants exercisable to purchase Common Stock and (ii) October 28, 2015 (the "Automatic Conversion Date"). The Automatic Conversion Date was satisfied pursuant to (i) above on July 31, 2015.
( 5 )The Special Warrants are automatically convertible on the Automatic Conversion Date into 3,334,000 shares of Common Stock and warrants exercisable to purchase 1,667,000 shares of Common Stock.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.