Sec Form 4/A Filing - Sean O'Sullivan Revocable Living Trust @ LILIS ENERGY, INC. - 2016-09-28

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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
Sean O'Sullivan Revocable Living Trust
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)
174 NASSAU STREET #3000
3. Date of Earliest Transaction (MM/DD/YY)
09/28/2016
(Street)
PRINCETON, NJ08542
4. If Amendment, Date Original Filed (MM/DD/YY)
09/30/2016
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 09/28/2016 S 23,955 D $ 3.4 110,650 ( 1 ) D
Common Stock 09/28/2016 S 57,000 D $ 3.3 ( 2 ) 1,628,646 I See Footnote 3 ( 3 )
Common Stock 09/28/2016 S 2,300 D $ 3.36 ( 4 ) 1,626,346 I See Footnote 3 ( 3 )
Common Stock 09/28/2016 S 2,403 D $ 3.5 1,623,943 I See Footnote 3 ( 3 )
Common Stock 09/29/2016 S 52,340 D $ 3.5 1,571,603 I See Footnote 3 ( 3 )
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
Warrant $ 25 ( 5 ) 06/23/2016 06/23/2018 Common Stock 200,000 200,000 I See Footnote 3 ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sean O'Sullivan Revocable Living Trust
174 NASSAU STREET #3000
PRINCETON, NJ08542
X
Signatures
/s/ William Farah as Attorney in Fact for Sean O'Sullivan 10/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This represents shares of Issuer common stock held by the reporting person Sean O'Sullivan Revocable Living Trust. The natural person with ultimate voting control or investment control over the shares of common stock held by Sean O'Sullivan Revocable Living Trust is Sean O'Sullivan.
( 2 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.30 to $3.312 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )This represents shares of Issuer common stock held by SOSV Investments LLC f/k/a SOSventures LLC. The natural person with ultimate voting control or investment control over the shares of common stock held by SOSV Investments LLC is Sean O'Sullivan, who is also the natural person with ultimate voting control or investment control over the reporting person.
( 4 )The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.36 to $3.368 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5 )The exercise price is subject to downward adjustment if, prior to nine months after June 23, 2016, the Issuer issues warrants in a capital raising transaction that entitle the holder to acquire common stock at a price per share that is less than $25.00

Remarks:
The box on the previously filed Form 4 on September 30, 2016, was inadvertently checked to state that the Reporting Person was no longer subject to Section 16. This amendment is being filed solely to state that the Reporting Person is still subject to Section 16 reporting. All transactions reported herein are the same as those reported on the Form 4 filed on September 30, 2016.Ex 24 - Power of Attorney Filed on September 9, 2016

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