SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILBER RICK

(Last)

(First)

(Middle)

10360 KESTREL STREET

(Street)

PLANTATION

33324

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rockdale Resources Corp [ BBLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	05/23/2012		P		250,000	A	$0.7	1,350,000	D
Common Stock, par value $0.001 per share	07/30/2012		P		100,000	A	$0.01	1,450,000	D
Common Stock, par value $0.001 per share	07/30/2012		P		50,000	A	$0.01	1,500,000	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
6% Convertible Secured Promissory Note	$0.3	06/17/2013		P		$350,000⁽¹⁾		06/17/2013	06/17/2016	Common Stock	$350,000⁽¹⁾	$350,000	$350,000⁽¹⁾	D
Common Stock Warrant (right to buy)	$0.8	06/17/2013		P		1,000,000		06/17/2013	06/17/2023	Common Stock	1,000,000	⁽²⁾	1,000,000	D

Explanation of Responses:

1. The Note bears interest at an annual rate equal to 6% per annum, and is convertible at the option of Mr. Wilber. The number of shares of common stock to be issued upon exercise of the Note is equal to the quotient obtained by dividing (a) the aggregate outstanding principal and interest on the Note by (b) $0.30, subject to certain limitations and adjustments set forth under the Note.

2. On June 17, 2013, Mr. Wilber entered into a Convertible Secured Note and Warrant Purchase Agreement pursuant to which Mr. Wilber purchased from the Issuer, for aggregate consideration of $350,000, a convertible secured promissory note in the principal amount of $350,000 and a warrant to acquire 1,000,000 shares of Common Stock at an exercise price of $0.80 per share. The Warrant may be exercised at the option of Mr. Wilber for cash or on a cashless basis until June 17, 2023.

	Rick Wilber	08/08/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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