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^*

JUNEAU JOHN B

(Last)

(First)

(Middle)

3700 BUFFALO SPEEDWAY

SUITE 960

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Contango ORE, Inc. [ CTGO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013

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	03/22/2013		P		41,667	A	⁽¹⁾	44,365	I	As sole manager of the general partner⁽¹⁾
Common Stock	03/22/2013		P		41,667	A	⁽¹⁾	86,032	I	As sole manager⁽¹⁾

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)
Warrant (Right to Buy)	$10	03/22/2013		P		41,667		09/22/2013	03/22/2018	Common Stock	41,667	⁽¹⁾	41,667	I	As sole manager of the general partner⁽¹⁾
Warrant (Right to Buy)	$10	03/22/2013		P		41,667		09/22/2013	03/22/2018	Common Stock	41,667	⁽¹⁾	41,667	I	As sole manager⁽¹⁾

Explanation of Responses:

1. The reporting person acquired an aggregate of 83,334 units at a purchase price of $12.00 per unit, in a private placement to certain investors (the Investors) pursuant to a Subscription Agreement dated as of March 22, 2013 among Contango ORE, Inc. (the "Company") and the Investors therein. Each unit entitles the Investor to one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $10.00. Of these 83,344 unites, 41,667 units were purchased by Juneau Exploration, L.P., and 41,667 units were purchased by J4D Enterprises, L.P. The reporting person also owns of record 2,698 shares of common stock of the Company.

Remarks:

The reporting person disclaims beneficial ownership of the securities of the Company reported herein in excess of his pecuniary interests, if any, and this report shall not be deemed an admission that such person is the beneficial owner of, or has any pecuniary interest in such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 as amended for any other purpose.

	John B. Juneau	03/26/2013
	** 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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