Sec Form 4 Filing - OneEnergy Partners Operating, LLC @ LILIS ENERGY, INC. - 2018-09-18

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 OneEnergy Partners Operating, LLC 2. Issuer Name and Ticker or Trading Symbol LILIS ENERGY, INC. [ LLEX] 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) C/O CARNELIAN ENERGY CAPITAL, L.P., 2229 SAN FELIPE STREET, SUITE 1450 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2018 (Street) HOUSTON, TX77019 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 09/18/2018 S 6,940,722 D $ 4.9 0 I See Footnotes ( 1 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OneEnergy Partners Operating, LLC C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X OneEnergy Partners Management Holdings, LLC C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X OneEnergy Partners, LLC C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Carnelian OneEnergy Holdings, LLC C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Carnelian Energy Capital, L.P. C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Carnelian Energy Capital GP, L.P. C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Ackerman Tomas C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Goodman Daniel C/O CARNELIAN ENERGY CAPITAL, L.P. 2229 SAN FELIPE STREET, SUITE 1450 HOUSTON, TX77019 X Signatures /s/ Jeffrey Gilbert, by power of attorney 09/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )OneEnergy Partners Operating, LLC directly owned 6,940,722 shares of Common Stock acquired on March 15, 2018 in connection with the divestiture of certain assets to LLEX. OneEnergy Partners, LLC and OneEnergy Partners Management Holdings, LLC each own 99.99% and 0.01% of OneEnergy Partners Operating, LLC, respectively. Carnelian OneEnergy Holdings, LLC owns 98% of OneEnergy Partners, LLC. Carnelian Energy Capital, L.P. is the sole member of Carnelian OneEnergy Holdings, LLC. Carnelian Energy Capital GP, L.P. is the general partner of Carnelian Energy Capital, L.P. ( 2 )Tomas Ackerman and Daniel Goodman are the principals of Carnelian Energy Capital, L.P. and the partners of Carnelian Energy Capital GP, L.P., with discretionary control over the assets of Carnelian Energy Capital, L.P. Each of the Reporting Persons (other than to the extent the Reporting Person directly holds securities reported herein) disclaims beneficial ownership of the securities except to the extent of the Reporting Person's pecuniary interest therein and inclusion of the securities in this report shall not be deemed an admission of beneficial ownership.

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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