Sec Form 4/A Filing - WILBER RICK @ Rockdale Resources Corp - 2013-12-30

FORM 4/A 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 WILBER RICK 2. Issuer Name and Ticker or Trading Symbol Rockdale Resources Corp [ BBLS] 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) 10360 KESTREL STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2013 (Street) PLANTATION, FL33324 4. If Amendment, Date Original Filed (MM/DD/YY) 10/02/2013 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 Amended and Restated 6% Convertible Secured Promissory Note $ 0.3 12/30/2013 P( 1 ) 12/30/2013 09/30/2016 Common Stock $ 200,000 ( 2 ) $ 200,000 $ 200,000 ( 2 ) D Amended and Restated Common Stock Warrant (right to buy) $ 0.8 12/30/2013 P( 3 ) 570,000 12/30/2013 09/30/2023 Common Stock 570,000 ( 4 ) 570,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WILBER RICK 10360 KESTREL STREET PLANTATION, FL33324 X Signatures Rick Wilber 01/02/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Note amends and restates in its entirety the Convertible Promissory Note issued by the Issuer to Mr. Wilber on September 30, 2013, in the original principal amount of $100,000. ( 2 )The Restated Note bears interest at an annual rate equal to 6% per annum, and is convertible at the option of Mr. Wilber. The number of shares of common stock to be issued upon the exercise of the Restated Note is equal to the quotient obtained by dividing (a) the aggregate outstanding principal and interest on the Restated Note by (b) $0.30, subject to certain limitations and adjustments set forth under the Restated Note. ( 3 )This Warrant amends and restates in its entirety the Warrant to purchase 285,000 shares of Common Stock issued by the Issuer to Mr. Wilber on September 30, 2013. ( 4 )On December 30, 2013, Mr. Wilber entered into an Amended and Restated Convertible Secured Note and Warrant Purchase Agreement pursuant to which Mr. Wilber purchased from the Issuer, for aggregate consideration of $200,000, the Restated Note in the principal amount of $200,000 and the Restated Warrant to acquire 570,000 shares of common stock at an exercise price of $0.80 per share. The Restated Warrant may be exercised at the option of Mr. Wilber for cash or on a cashless basis until September 30, 2023.

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).

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