Sec Form 4 Filing - McAndrew Willard Greer III @ TORCHLIGHT ENERGY RESOURCES INC - 2016-10-05

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 McAndrew Willard Greer III 2. Issuer Name and Ticker or Trading Symbol TORCHLIGHT ENERGY RESOURCES INC [ TRCH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Officer and Director (Last) (First) (Middle) 5700 WEST PLANO PARKWAY, SUITE 3600 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2016 (Street) PLANO, TX75093 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 10/05/2016 M 502,837 A $ 1.57 512,837 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 Employee Stock Option (Right to Buy) $ 1.57 10/05/2016 D 250,000 09/09/2015( 1 ) 06/11/2019( 2 ) Common Stock 250,000 ( 2 ) 2,000,000 ( 2 ) D Employee Stock Option (Right to Buy) $ 1.57 10/05/2016 M 502,837 09/09/2015( 1 ) 06/11/2019( 2 ) Common Stock 502,837 ( 3 ) 1,497,163 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McAndrew Willard Greer III 5700 WEST PLANO PARKWAY, SUITE 3600 PLANO, TX75093 Former Officer and Director Signatures /s/ Willard McAndrew 10/07/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These stock options were granted on June 11, 2015 but did not become exercisable until the issuer's 2015 stock option plan was approved by stockholders on September 9, 2015. ( 2 )Effective October 5, 2016, (i) the entire unvested portion of Mr. McAndrew?s stock options granted pursuant to his stock option agreement dated June 11, 2015 (the ?Stock Options?), amounting to 750,000 unvested Stock Options, became null and void, (ii) Mr. McAndrew surrendered for cancellation a total of 250,000 vested Stock Options, and (iii) the remaining Stock Options expire on June 11, 2019. ( 3 )Exercise of employee stock option.

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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