John A. Weinzierl - Jan 17, 2022 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
Jan 17, 2022
Transactions value $
$0
Form type
4
Date filed
1/31/2022, 04:16 PM
Previous filing
Jan 31, 2022
Next filing
Aug 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USEG Common Stock Award $0 +200K $0.00 200K Jan 17, 2022 Direct F1, F2, F3, F5
holding USEG Common Stock 6.57M Jan 17, 2022 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock shares subject to time-based vesting, which vest at the rate of (a) 1/4th of such shares on January 17, 2022, and (b) 1/4th of such shares on the last day of each six months thereafter for the following eighteen months, subject to the recipient's continued service to the Issuer.
F2 Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the Chairman of the Board of Directors of the Issuer.
F3 Represents shares of shares of common stock, $0.01 par value per share of the Issuer, held by Mr. John A.Weinzierl.
F4 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Lubbock Energy Partners LLC ("Lubbock Energy"). The shares held by Lubbock Energy may be deemed to be beneficially owned by Mr. Weinzierl and Mr. Marsh due to their status as Chief Executive Officer and Manager, and Manager, respectively, of Lubbock Energy. Mr. Weinzierl and Mr. Marsh disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Mr. Weinzierl is also the owner of 33 1/3% of the outstanding membership interests of the limited liability company that owns 100% of the Membership Interests of Synergy (defined below), but in his capacity as a member of the parent of Synergy, he does not have voting or dispositive control over the shares of the Issuer held by Synergy, and he is therefore not deemed to beneficially own such shares, and such shares have not been included in his beneficial ownership as disclosed in this Form 4.
F5 Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnote (4).

Remarks:

By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Lubbock Energy, and Mr. Weinzierl and Mr. Marsh, due to their status as Chief Executive Officer and Manager, and Manager, respectively, of Lubbock Energy, 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, Synergy Offshore LLC ("Synergy"); Banner Oil & Gas, LLC; Woodford Petroleum, LLC; and Llano Energy 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 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 January 10, 2022.