Joshua L. Batchelor - Jan 5, 2022 Form 3 Insider Report for US ENERGY CORP (USEG)

Role
Director, Member of 10% owner group, 10%+ Owner
Signature
/s/ Joshua L. Batchelor
Stock symbol
USEG
Transactions as of
Jan 5, 2022
Transactions value $
$0
Form type
3
Date filed
1/18/2022, 04:07 PM
Next filing
Jan 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding USEG Common Stock 5.67M Jan 5, 2022 Direct F1, F2
holding USEG Common Stock 434K Jan 5, 2022 Direct F1, F3
holding USEG Common Stock 688K Jan 5, 2022 Direct F1, F4
* 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", except as described in footnotes (2), (3) and (4).
F2 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
F3 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.
F4 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Llano Energy LLC ("Llano"). The shares held by Llano may be deemed to be beneficially owned by Sage Road, which indirectly controls Llano and manages certain funds which own a majority interest of Llano, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein.

Remarks:

By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Banner, Woodford and Llano, and Sage Road and Mr. Batchelor and Mr. Stamets, due to their control of such entities, 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 Banner, Woodford and Llano, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; and Synergy Offshore LLC. 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 3 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 January 10, 2022.