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^*

DULIN ROBERT KENNETH

(Last)

(First)

(Middle)

8449 GREENWOOD DRIVE

(Street)

NIWOT

80503

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [ TRCH ]

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)
11/08/2012

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	11/29/2012		P		7,000	A	$2.09	57,000	D
COMMON STOCK	12/07/2012		P		1,000	A	$2.39	58,000	D
COMMON STOCK	12/11/2012		P		1,000	A	$2.35	59,000	D
COMMON STOCK	12/14/2012		P		1,000	A	$2.18	60,000	D
COMMON STOCK	12/17/2012		P		100	A	$2.18	60,100	D
COMMON STOCK	12/17/2012		P		900	A	$2.25	61,000	D
COMMON STOCK	12/24/2012		P		2,430	A	$2	461,587	I	SEE FOOTNOTE⁽¹⁾
COMMON STOCK	12/07/2012		P		700	A	$2.38	199,900	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/07/2012		P		300	A	$2.39	200,200	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/07/2012		P		800	A	$2.38	201,000	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/07/2012		P		200	A	$2.35	201,200	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/07/2012		P		1,000	A	$2.38	202,200	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/11/2012		P		2,000	A	$2.3	204,200	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/11/2012		P		1,900	A	$2.22	206,100	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/11/2012		P		100	A	$2.25	206,200	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/11/2012		P		1,400	A	$2.35	207,600	I	SEE FOOTNOTE⁽²⁾
COMMON STOCK	12/11/2012		P		600	A	$2.3	208,200	I	SEE FOOTNOTE⁽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)
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)
CONVERTIBLE PROMISSORY NOTE	$1.75	12/18/2012		J			1	08/26/2012	06/30/2013	COMMON STOCK	38,571	⁽⁵⁾	0	I	SEE FOOTNOTE⁽¹⁾
CONVERTIBLE PROMISSORY NOTE	$1.75	12/18/2012		J			1	08/26/2012	06/30/2013	COMMON STOCK	14,286	⁽⁵⁾	0	I	SEE FOOTNOTE⁽⁴⁾
12% SERIES A CONVERTIBLE PROMISSORY NOTE	$1.75	12/18/2012		J		1		06/18/2013	03/31/2015	COMMON STOCK	92,571	⁽⁶⁾	1	I	SEE FOOTNOTE⁽¹⁾
12% SERIES A CONVERTIBLE PROMISSORY NOTE	$1.75	12/18/2012		J		1		06/18/2013	03/31/2015	COMMON STOCK	10,000	⁽⁶⁾	1	I	SEE FOOTNOTE⁽³⁾
12% SERIES A CONVERTIBLE PROMISSORY NOTE	$1.75	12/18/2012		J		1		06/18/2013	03/31/2015	COMMON STOCK	34,286	⁽⁶⁾	1	I	SEE FOOTNOTE⁽⁴⁾
SERIES A WARRANTS	$2	12/18/2012		J		18,514		12/18/2012	12/31/2017	COMMON STOCK	18,514	⁽⁷⁾	18,514	I	SEE FOOTNOTE⁽¹⁾
SERIES A WARRANTS	$2	12/18/2012		J		2,000		12/18/2012	12/31/2017	COMMON STOCK	2,000	⁽⁷⁾	2,000	I	SEE FOOTNOTE⁽³⁾
SERIES A WARRANTS	$2	12/18/2012		J		6,857		12/18/2012	12/31/2017	COMMON STOCK	6,857	⁽⁷⁾	6,857	I	SEE FOOTNOTE⁽⁴⁾
WARRANTS	$1.75	12/18/2012		J		92,571		12/18/2012	12/18/2016	COMMON STOCK	92,571	⁽⁸⁾	92,571	I	SEE FOOTNOTE⁽¹⁾
WARRANTS	$1.75	12/18/2012		J		10,000		12/18/2012	12/18/2016	COMMON STOCK	10,000	⁽⁸⁾	10,000	I	SEE FOOTNOTE⁽³⁾
WARRANTS	$1.75	12/18/2012		J		34,286		12/18/2012	12/18/2016	COMMON STOCK	34,286	⁽⁸⁾	34,286	I	SEE FOOTNOTE⁽⁴⁾
WARRANTS	$2	12/18/2012		J		92,571		12/18/2012	12/18/2016	COMMON STOCK	92,571	⁽⁹⁾	92,571	I	SEE FOOTNOTE⁽¹⁾
WARRANTS	$2	12/18/2012		J		10,000		12/18/2012	12/18/2016	COMMON STOCK	10,000	⁽⁹⁾	10,000	I	SEE FOOTNOTE⁽³⁾
WARRANTS	$2	12/18/2012		J		34,286		12/18/2012	12/18/2016	COMMON STOCK	34,286	⁽⁹⁾	34,286	I	SEE FOOTNOTE⁽⁴⁾

Explanation of Responses:

1. These transactions were effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% indirect pecuniary interest in Sawtooth. Accordingly, the amount of securities shown in connection with this transaction represents 90% of its security interest.

2. Mr. Dulin is the trustee or custodian of certain trust/custodial accounts. All the beneficiaries of these accounts are members of Mr. Dulin's immediate family. Accordingly, the pecuniary interest of these immediate family members is attributed to Mr. Dulin.

3. These transactions were effected by a limited liability limited partnership ("LLLP2"). Mr. Dulin is the Managing Partner of LLLP2 and holds a 1/3 indirect pecuniary interest in LLLP2. Accordingly, the amount of securities shown in connection with this transaction represents 1/3 of its security interest.

4. These transactions were effected by a limited liability company ("LLC1"). Mr. Dulin is the Managing Member of LLC1 and holds a 1/3 indirect pecuniary interest in LLC1. Accordingly, the amount of securities shown in connection with this transaction represents 1/3 of its security interest.

5. Sawtooth and LLC1 each exchanged their convertible promissory note with a principal amount of $75,000 for that amount of principal in a new 12% Series A Secured Convertible Promissory Note (see below).

6. Sawtooth, LLLP2 and LLC1 exchanged certain promissory notes for 12% Series A Secured Convertible Promissory Notes (the "Series A Notes"). The principal amount of the Series A Note received by Sawtooth, LLLP2 and LLC1 is $180,000, $52,500 and $180,000, respectively, which is the same aggregate principal amount of the promissory notes respectively exchanged by each entity. The Series A Note of Sawtooth, LLLP2 and LLC1 are convertible into 102,857, 30,000 and 102,857 shares of common stock, respectively. In February 2013, the due date of each of these Series A Notes was extended from December 31, 2014 to March 31, 2015.

7. The Series A Notes (described above) were issued as part of a unit that also included Series A Warrants to purchase common stock, and Sawtooth, LLLP2 and LLC1 received 20,571, 6,000 and 20,571 Series A Warrants, respectively.

8. As consideration for agreeing to release certain collateral, the Issuer issued 102,857 warrants to Sawtooth, 30,000 warrants to LLLP2 and 102,857 warrants to LLC1.

9. As consideration for agreeing to release certain collateral, the Issuer issued 102,857 warrants to Sawtooth, 30,000 warrants to LLLP2 and 102,857 warrants to LLC1.

	/S/ ROBERT KENNETH DULIN	07/15/2013
	** 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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