Sec Form 4 Filing - WURTELE ROGER N @ TORCHLIGHT ENERGY RESOURCES INC - 2020-07-15

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 WURTELE ROGER N 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 X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 5700 WEST PLANO PARKWAY, SUITE 3600 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2020 (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

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 $ 0.5 07/15/2020 A 375,000 ( 1 ) ( 2 ) Common Stock 375,000 ( 3 ) 375,000 D Stock Options $ 1 07/15/2020 A 375,000 ( 1 ) ( 2 ) Common Stock 375,000 ( 3 ) 375,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WURTELE ROGER N 5700 WEST PLANO PARKWAY, SUITE 3600 PLANO, TX75093 Chief Financial Officer Signatures /s/ Roger N. Wurtele 08/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options will vest upon either (a) the closing of a change of control occurring prior to July 15, 2021, or (b) the issuer entering into a letter of intent with a third party prior to July 15, 2021 that contemplates a change of control, and the change of control transaction closes with that third party (or an affiliate(s) of that third party) at a date not later than July 15, 2022; subject, however, to acceleration and earlier vesting of all of the options in the event of (i) the termination of employment by the reporting person for "good reason" under his employment agreement or (ii) a determination of the Compensation Committee of the issuer, at its discretion. In the event of the death or disability of the reporting person prior to vesting or if the issuer terminates the reporting person's employment for reasons other than for "cause" under the employment agreement prior to vesting, the options will still vest upon the occurrence of the events described under clauses (a) or (b) above. ( 2 )The options, to the extent such options have not been exercised, will terminate and become null and void on July 15, 2025, if and only if the options vest as described above, or on July 15, 2021, if the options do not vest as described above, subject to the occurrence of the events contemplated under clause (b) above whereby the options would not terminate until July 15, 2022. ( 3 )The issuer granted these stock options under its Amended and Restated 2015 Stock Option Plan to the reporting person as executive compensation.

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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