Duane H. King - Jul 20, 2022 Form 4 Insider Report for US ENERGY CORP (USEG)

Role
Director, Member of 10% owner group, 10%+ Owner
Signature
/s/ Duane H. King
Stock symbol
USEG
Transactions as of
Jul 20, 2022
Transactions value $
$0
Form type
4
Date filed
7/21/2022, 05:44 PM
Previous filing
Jan 19, 2022
Next filing
Jan 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USEG Common Stock Other $0 -6.55M -100% $0.00* 0 Jul 20, 2022 Direct F1, F3, F4, F7
transaction USEG Common Stock Other $0 +2.03M $0.00 2.03M Jul 20, 2022 Direct F1, F5, F6
holding USEG Common Stock 40K Jul 20, 2022 Direct F1, 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 included under "Remarks".
F2 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Mr. Duane H. King.
F3 On July 20, 2022, Synergy Offshore LLC ("Synergy"), a Texas limited liability company, distributed all 6,546,384 shares of the common stock of the Issuer which it then held, for no consideration, to members of Synergy Producing Properties, LLC ("SPP"), a Texas limited liability company, which is the parent and 100% owner of Synergy (the "Distribution").
F4 Represents shares of common stock, $0.01 par value per share of the Issuer, held by Synergy. Shares held by Synergy may be deemed to be beneficially owned by Mr. King and Mr. Lee Hightower due to their status as Chief Executive Officer and Manager and President and Manager, respectively, of Synergy, and a result of their respective ownership and positions as Managers and Officers of the limited liability company that owns 100% of the membership interests of Synergy. Mr. King and Mr. Hightower, however, disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein.
F5 On July 20, 2022, King Oil and Gas Company, Inc. ("King Oil"), received 2,027,399 shares of common stock in the Distribution, for no consideration.
F6 Represents shares of common stock, $0.01 par value per share of the Issuer, held by King Oil, which is 100% owned by Duane K. King. The shares held by King Oil may be deemed to be beneficially owned by Mr. King due to his status as Chief Executive Officer of King Oil. Mr. King however, disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
F7 After the Distribution (see footnote 3), Reporting Person Synergy does not hold any ownership interest in the Issuer and Reporting Person Lee Hightower does not own any beneficial interest and both are no longer Reporting Persons.

Remarks:

By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Synergy, and Mr. King and Mr. Hightower, due to their status as Chief Executive Officer and Manager, and President Manager, respectively, of Synergy, 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 Synergy, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; 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.