John A. Weinzierl - Apr 8, 2024 Form 4 Insider Report for US ENERGY CORP (USEG)

Role
Director, Member of 10% owner group, 10%+ Owner
Signature
/s/ John A. Weinzierl
Stock symbol
USEG
Transactions as of
Apr 8, 2024
Transactions value $
$0
Form type
4
Date filed
4/10/2024, 04:46 PM
Previous filing
Mar 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USEG Common Stock Other +3.12M 3.12M Apr 8, 2024 See Footnote F3, F4
holding USEG Common Stock 418K Apr 8, 2024 Direct F1
holding USEG Common Stock 4.85M Apr 8, 2024 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Excludes shares of common stock relating to the voting group described below under "Remarks". Represents shares of common stock, $0.01 par value per share of the Issuer ("Common Stock"), held by Mr. Weinzierl directly. This Form 4 is filed jointly by John A. Weinzierl and Katla. Mr. Weinzierl is the 100% owner of all of the equity of Katla. Mr. Weinzierl is also the Chairman of U.S. Energy Corp. and is the Trustee of the Trust. Mr. Weinzierl disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F2 Excludes shares of common stock relating to the voting group described below under "Remarks". Represents shares of Common Stock held by Katla Energy Holdings LLC ("Katla"). The shares held by Katla may be deemed to be beneficially owned by Mr. Weinzierl due to his ownership of 100% of Katla and his position as Managing Member of Katla.
F3 On April 8, 2024, John A. Weinzierl, Trustee of the John Alfred Weinzierl 2020 Trust, u/t/a November 10, 2020 (the "Trust"), and WDM Family Partnership, LP ("WDM"), entered into a Property Exchange Agreement (the "Exchange Agreement"). Pursuant to the Exchange Agreement, and effective on April 8, 2024, the Trust exchanged a 33% membership interest in a separate limited liability company, for 3,124,893 shares of Comon Stock held by WDM.
F4 Represents shares of Common Stock held by the Trust. The shares held by the Trust may be deemed to be beneficially owned by Mr. Weinzierl due to his position as Trustee of the Trust. The Trust has filed its own Form 3 with the Securities and Exchange Commission on or around the date hereof.

Remarks:

By virtue of being party to an Amendment and Restated Nominating and Voting Agreement, dated as of September 16, 2022 (the "Voting Agreement"), Katla and Mr. Weinzierl, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Lubbock Energy, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; Synergy Offshore LLC; Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano Energy LLC, King Oil & Gas Company, Inc., WDM Family Partnership, LP and Katla. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group". The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on September 16, 2022.