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^*

Pawelek Michael J

(Last)

(First)

(Middle)

300 EAST SONTERRA BLVD. STE 1220

(Street)

SAN ANTONIO

78258

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SOUTH TEXAS OIL CO [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2008

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)
Restricted Common Stock	10/09/2008		J		258,264	A	$3.872	258,264	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)
Rights Grant Restricted Stock First Tranche	$3.872	10/09/2008		J⁽¹⁾⁽²⁾			0⁽¹⁾	⁽²⁾	⁽⁴⁾	Common	258,264⁽¹⁾	$3.872	0	D⁽⁴⁾
Rights Grant Restricted Stock Second Tranche	$0⁽¹⁾	06/30/2008		J⁽¹⁾⁽²⁾		0⁽¹⁾		⁽²⁾	⁽⁴⁾	Common	258,264⁽¹⁾	$0⁽¹⁾	0⁽¹⁾	D
Rights Grant Restricted Stock Third Tranche	$0⁽¹⁾	06/30/2008		J⁽¹⁾⁽²⁾		0⁽¹⁾		⁽²⁾	⁽⁴⁾	Common	258,264⁽¹⁾	$0⁽¹⁾	0⁽¹⁾	D
Performance Stock Options	$2	06/30/2008		D		833,334		⁽³⁾	06/30/2018	Common	833,334	$0	833,334⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. On June 30, 2008, Mr. Pawelek received from the Company a Grant of Rights to have issued three tranches of that number of Restricted Shares (Second and Third tranches subject to forfeiture based upon employment) having an value of $1,000,000 per tranche, based upon the average of the Weighted Average Price of the Company's common stock for the 5 days preceding June 30, 2008 (First Tranche); June 23, 2009 (Second Tranche); and June 23, 2010 (Third Tranche). Column 7 share amounts for the Second and Third tranches based upon current trading prices and may not be indicative of the number of shares actually issued..

2. The right to sell the Restricted Shares from shall vest on the following Forfeiture Lapse Dates: January 1, 2009 (First Tranche); January 1, 2010 (Second Tranche); and January 11, 2011 (Third Tranche). The restricted Shares cannot be transferred, sold or hypothecated until the respective vesting has occurred.

3. Options vest in tranches of 20%, 35% and 45% of the total options issued, upon achievement of defined increased oil and gas production and increased oil reserves.

4. N/A

	/s/ Michael J. Pawelek	10/10/2008
	** 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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