Osage Exploration and Development, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.0001 per share
|
(Title of Class of Securities)
|
68771L107
|
(CUSIP Number)
|
P. Mark Moore
101 N. Robinson, Suite 800
Oklahoma City, OK 73102
(405) 605-1235
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
January 1, 2013
|
(Date of Event which Requires Filing of this Statement)
|
1. |
NAMES OF REPORTING PERSONS
SUNSTONE, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 71-0913172
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION OKLAHOMA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
P. Mark Moore
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) :
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON IN
|
1. |
NAMES OF REPORTING PERSONS
BLACK OAK ENERGY, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 46-0889956
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION OKLAHOMA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
SUNSTONE ENERGY GROUP, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 20-3283363
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION OKLAHOMA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
BLACK OAK LEGACY, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 46-0443682
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
BLACK OAK CAPITAL, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 46-0443852
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
BLACK OAK HOLDINGS, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 26-1697262
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
Irrevocable Trust of Lynn D. Moore dated March 18, 1997
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 43-6739010
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION SOUTH DAKOTA
|
||
7. |
SOLE VOTING POWER 3,875,000
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER -0-
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER 3,875,000
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON OO
|
1. |
NAMES OF REPORTING PERSONS
David Story
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
|
||
7. |
SOLE VOTING POWER -0-
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER 3,875.000
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER -0-
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON IN
|
1. |
NAMES OF REPORTING PERSONS
Buddie Livingston
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
|
||
3. |
SEC USE ONLY
|
||
4. |
SOURCE OF FUNDS OO
|
||
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
|
||
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES
|
||
7. |
SOLE VOTING POWER -0-
|
||
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING
|
8. |
SHARED VOTING POWER 3,875,000
|
|
PERSON WITH | 9. |
SOLE DISPOSITIVE POWER -0-
|
|
10. |
SHARED DISPOSITIVE POWER -0-
|
||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,875,000
|
||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
|
||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.8%
|
||
14.
|
TYPE OF REPORTING PERSON IN
|
Item 1.
|
Security and Issuer.
|
|
Item 2 is hereby amended and restated to read in its entirety as follows:
|
Item 2.
|
Identity and Background - P. Mark Moore
|
(a)
|
Name: P. Mark Moore
|
(b)
|
Principal business address: 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(c)
|
Occupation: Manager, director and officer of various private entities engaged in the ownership, management, and operation of various businesses, including Black Oak Energy, LLC, the address of which is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(d)
|
Criminal Convictions: N/A
|
(e)
|
Civil Proceedings: N/A
|
(f)
|
Citizenship: United States of America
|
Item 2.
|
Identity and Background - David Story
|
(a)
|
Name: David Story
|
(b)
|
Principal business address: 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(c)
|
Occupation: Manager of Black Oak Energy, LLC, the address of which is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(d)
|
Criminal Convictions: N/A
|
(e)
|
Civil Proceedings: N/A
|
(f)
|
Citizenship: United States of America
|
Item 2.
|
Identity and Background - Buddie Livingston
|
(a)
|
Name: Buddie Livingston
|
(b)
|
Principal business address: 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(c)
|
Occupation: Manager of Black Oak Energy, LLC, the address of which is 101 N. Robinson, Suite 800, Oklahoma City, OK 73102
|
(d)
|
Criminal Convictions: N/A
|
(e)
|
Civil Proceedings: N/A
|
(f)
|
Citizenship: United States of America
|
Item 2.
|
Identity and Background – Black Oak Energy, LLC; Sunstone, LLC; SunStone Energy Group, LLC; Black Oak Legacy, LLC; Black Oak Capital, LLC; Black Oak Partners, LLC; Black Oak Holdings, LLC; Irrevocable Trust of Lynn D. Moore
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interest in Securities of the issuer.
|
(a)
|
Each of the reporting persons is deemed to be the beneficial owner of 3,875,000 shares of Common Stock, which represents approximately 7.8% of the outstanding Common Stock. Of the amount beneficially owned by the reporting persons, 1,125,000 shares represent the shares underlying the Warrant.
|
(b)
|
Each of Buddie Livingston and David Story possesses shared voting power with respect to 3,875,000 shares of Common Stock. Each of Buddie Livingston and David Story possesses sole voting power, and sole and shared dispositive power with respect to zero shares of Common Stock. Each of the other reporting persons possesses sole power to vote or direct the vote and sole power to dispose or direct the disposition of all 3,875,000 shares of Common Stock beneficially owned by them.
|
(c)
|
N/A
|
(d)
|
N/A
|
(e)
|
N/A
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Item 7.
|
Materials to be filed as Exhibits.
|
January 1, 2013
|
SUNSTONE, LLC
|
|
By:
|
BLACK OAK PARTNERS, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
P. MARK MOORE
|
||
P. Mark Moore
|
||
BLACK OAK ENERGY, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
SUNSTONE ENERGY GROUP, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK LEGACY, LLC
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK CAPITAL, LLC
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK HOLDINGS, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
IRREVOCABLE TRUST OF LYNN D MOORE DATED MARCH 18, 1997
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Trustee
|
||
DAVID STORY
|
||
David Story
|
||
BUDDIE LIVINGSTON
|
||
Buddie Livingston
|
||
SUNSTONE, LLC
|
||
By:
|
BLACK OAK PARTNERS, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
P. MARK MOORE
|
||
P. Mark Moore
|
||
BLACK OAK ENERGY, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
SUNSTONE ENERGY GROUP, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK LEGACY, LLC
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK CAPITAL, LLC
|
||
By:
|
Black Oak Partners, LLC, its manager
|
|
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
BLACK OAK HOLDINGS, LLC
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Manager
|
||
IRREVOCABLE TRUST OF LYNN D MOORE DATED MARCH 18, 1997
|
||
By:
|
P. MARK MOORE
|
|
P. Mark Moore, Trustee
|
||
DAVID STORY
|
||
David Story
|
||
BUDDIE LIVINGSTON
|
||
Buddie Livingston
|