SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

RUNNELS G TYLER

(Last)

(First)

(Middle)

1900 GRANT STREET, SUITE #720

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2014

3. Issuer Name and Ticker or Trading Symbol
LILIS ENERGY, INC. [ LLEX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	866,414	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾
Common Stock	906,610	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock	122,991	I	By High Tide, LLC⁽³⁾
Common Stock	4,025	I	By Pangaea Partners, LLC⁽⁴⁾
Common Stock	5,250	I	By TRW Capital Management, LLC⁽⁵⁾
Common Stock	575,795	I	By Golden Tiger, LLC⁽⁶⁾
Common Stock By SEP IRA Pershing LLC Custodian⁽⁷⁾	25	D
Common Stock By G. Tyler Runnels 401k⁽⁸⁾	15,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy)	05/28/2010	05/28/2015	Common Stock	16,667	$6	I	By High Tide, LLC⁽³⁾
Common Stock Warrant (right to buy)	05/28/2010	05/28/2015	Common Stock	83,334	$6	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾
Common Stock Warrant (right to buy)	05/28/2010	05/28/2015	Common Stock	800,000	$6	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	05/28/2010	05/28/2015	Common Stock	83,400	$6	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	05/10/2013	05/10/2016	Common Stock	150,000	$4.25	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	06/27/2013	06/27/2016	Common Stock	650,000	$4.25	I	By T.R. Winston & Company, LLC⁽²⁾
8% Senior Secured 2014 Convertible Debenture	01/31/2014	01/15/2015	Common Stock	427,164	$2	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾
Common Stock Warrant (right to buy)	07/23/2014	07/23/2017	Common Stock	86,125	$2.5	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	07/23/2014	07/23/2017	Common Stock	243,000	$2.5	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	08/01/2014	08/01/2017	Common Stock	85,480	$2.5	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾
Common Stock Warrant (right to buy)	08/01/2014	08/01/2017	Common Stock	203,423	$2.5	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	08/01/2014	08/01/2017	Common Stock	225,000	$2.5	I	By T.R. Winston & Company, LLC⁽²⁾
Series A 8% Convertible Preferred Stock	09/16/2014	⁽⁹⁾	Common Stock	529	⁽¹⁰⁾	I	By T.R. Winston & Company, LLC⁽²⁾
Series A 8% Convertible Preferred Stock	09/16/2014	⁽⁹⁾	Common Stock	250	⁽¹⁰⁾	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾
Common Stock Warrant (right to buy)	11/30/2014	11/30/2017	Common Stock	109,751	$2.89	I	By T.R. Winston & Company, LLC⁽²⁾
Common Stock Warrant (right to buy)	11/30/2014	11/30/2017	Common Stock	51,868	$2.89	I	By Runnels Family Trust DTD 1-11-2000⁽¹⁾

Explanation of Responses:

1. Mr. Runnels, with Jasmine N. Runnels, is trustee of the Runnels Family Trust DTD 1-11-2000.

2. Mr. Runnels is the majority owner of T.R. Winston & Company, LLC.

3. Mr. Runnels is the manager of High Tide, LLC.

4. Mr. Runnels is the manager of Pangaea Partners, LLC.

5. Mr. Runnels is the chairman of TRW Capital Management, LLC.

6. Mr. Runnels is the manager of Golden Tiger, LLC.

7. The shares held by SEP IRA Pershing LLC Custodian are held for the account of Mr. Runnels.

8. The shares held by G. Tyler Runnels 401k are held for the account of Mr. Runnels.

9. The Series A 8% Convertible Preferred Stock has no expiration date.

10. The Series A 8% Convertible Preferred Stock is convertible into the issuer's common stock at a rate determined by dividing the stated value ($1,000) by $2.41.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney

	/s/ Eric Ulwelling, as attorney	12/05/2014
	** 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 5 (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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