| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Yuma Energy, Inc. [ YUMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2016 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/22/2016 | P | 25,000 | A | $3.7304(1) | 2,600,052 | I | See Footnote and Remarks below.(2) | ||
| Common Stock | 12/23/2016 | P | 3,000 | A | $3.7653(3) | 2,603,052 | I | See Footnote and Remarks below.(2) | ||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series D Convertible Preferred Stock | $11.074 | (4) | (4) | Common Stock | 1,743,313 | 1,743,313 | I | See Footnote and Remarks below.(5) | |||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. These shares of Common Stock were purchased by Red Mountain Capital Partners LLC ("RMCP") on the open market. The price reported in Column 4 is a weighted average per share purchase price. These shares were purchased in multiple transactions at prices ranging from $3.605 to $3.90, inclusive. Each of RMCP PIV DPC, L.P. ("DPC PIV"), RMCP DPC LLC ("DPC"), RMCP GP LLC ("RMCP GP"), RMCP, Red Mountain Capital Management, Inc. ("RMCM"), and Willem Mesdag undertakes to provide to Yuma Energy, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased. |
| 2. 2,525,052 of these shares are held directly by DPC PIV and the remaining shares are held directly by RMCP. |
| 3. These shares of Common Stock were purchased by RMCP on the open market. The price reported in Column 4 is a weighted average per share purchase price. These shares were purchased in multiple transactions at prices ranging from $3.70 to $3.80, inclusive. Each of DPC PIV, DPC, RMCP GP, RMCP, RMCM, and Mr. Mesdag undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were purchased. |
| 4. The Series D Convertible Preferred Stock is convertible into shares of Common Stock at the option of the holder at any time or upon certain mandatory triggering events and has no expiration date. |
| 5. These shares are held directly by RMCP PIV DPC II, L.P. ("DPC PIV II"). |
| Remarks: |
| This Form 4 is jointly filed by (i) DPC PIV, (ii) DPC PIV II, (iii) DPC, (iv) RMCP DPC II LLC ("DPC II"), (v) RMCP GP, (vi) RMCP, (vii) RMCM and (viii) Mr. Mesdag. DPC is the general partner of DPC PIV. DPC II is the general partner of DPC PIV II. RMCP GP is the managing member of DPC. RMCP is the managing member of each of RMCP GP and DPC II. RMCM is the managing member of RMCP. Willem Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP, RMCP GP and DPC by virtue of their direct or indirect control of DPC PIV, may be deemed to beneficially own some or all of the securities reported as being held by DPC PIV in this Form 4. Each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP, may be deemed to beneficially own some or all of the securities reported as being held by RMCP in this Form 4. Each of Mr. Mesdag, RMCM, RMCP and DPC II by virtue of their direct or indirect control of DPC PIV II, may be deemed to beneficially own some or all of the securities reported as being held by DPC PIV II in this Form 4. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| /s/ Willem Mesdag (on behalf of himself and the other Reporting Persons) | 12/27/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||