Sec Form 4 Filing - GIBBS WILLIAM C @ American Sands Energy Corp. - 2013-08-20

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 GIBBS WILLIAM C 2. Issuer Name and Ticker or Trading Symbol American Sands Energy Corp. [ AMSE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2610 HILLSDEN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2013 (Street) HOLLADAY, UT84117 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 08/20/2013 S 464,300 D $ 0.25 9,835,700 I By LLC ( 1 )

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 Options $ 1.15 06/15/2012( 2 ) 06/15/2017 Common Stock 75,000 2,050,000 D Options $ 0.5 07/31/2012 ( 3 ) Common Stock 2,098,699 4,148,699 D Convertible Note $ 0.5 08/20/2013 J 08/20/2013 06/30/2014 Common Stock 535,704 $ 0.5 2,893,102 ( 4 ) I By LLC ( 4 ) Convertible Note ( 5 ) 08/20/2013 P 08/20/2013 06/30/2014 Common Stock, Preferred Stock or Debt Instrument ( 5 ) ( 5 ) ( 5 ) 2,893,102 ( 5 ) I By LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GIBBS WILLIAM C 2610 HILLSDEN DRIVE HOLLADAY, UT84117 X X Chief Executive Officer Signatures /s/ William C. Gibbs 08/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Delaware limited liability company that beneficially owns 9,835,700 shares of common stock of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. ( 2 )1/3 of options exercisable immediately; 1/3 exercisable 06/15/2013; remaining 1/3 exercisable 06/15/2014. ( 3 )Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs has the right to convert unpaid salary into equity of the Company at $0.50 per share. As of July 31, 2012, Mr. Gibb's accrued unpaid salary was $1,049,349.54. ( 4 )Mr. Gibbs is the Managing member of Hidden Peak Partners, LLC, a Utah limited liability company that beneficially owns 2,893,102 shares of common stock issuable upon conversion of a note of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein. ( 5 )The convertible promissory note provides that the holder will convert the Note in connection with an equity or debt financing of $2 million or more by the issuer (the "Bridge Financing") and that the note holder will convert all but not less than all, of the principal amount of the note and accrued interest thereon (the "Note Value")into (a) the number of shares of common or preferred stock or (b) the debt instruments (collectively referred to as the "Conversion Securities") or the of the issuer equal to (a) in the case of common or preferred shares, the Note Value divided by the price of common or preferred shares in the Bridge Financing (subject to adjustment as provided in the Note) or (b) in the case of a debt offering, an amount equal to the outstanding balance of the note. In either case, the Conversion Securities will be of the same class and/or series, and will entitle the note holder to the same rights and privileges, as the equity or debt issued in the Bridge Financing.

Remarks: Promissory Note of the Issuer; transferred by Bleeding Rock, LLC, of which Mr. Gibbs is the managing member, to Paul Moore, a consultant of the Issuer.

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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