SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
HILL KENNETH E
(Last) (First) (Middle)
C/O VICTORY ENERGY CORPORATION
20341 IRVINE AVENUE , SUITE D-6
(Street)
NEWPORT BEACH CA 92660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VICTORY ENERGY CORP [ VYEYD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF OPERATIONS OFFICER
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 06/30/2011 C4 2,072,876 A (1) 2,072,876 I Already Done That, LLC(2)
Common Stock 06/30/2011 C4 2,072,877 A (1) 4,145,753 I Already Done That, LLC(2)
Common Stock 06/30/2011 C4 2,072,877 A (1) 6,218,630 I Already Done That, LLC(2)
Common Stock 06/30/2011 C4 2,072,877 A (1) 8,291,507 I Already Done That, LLC(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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
10% Senior Secured Convertible Debenture $0.005 02/17/2011 4P 2,000,000 02/17/2011 09/30/2013 Common Stock 2,000,000 $10,000(3) 2,000,000 I Already Done That, LLC(2)
Warrants $0.005 02/17/2011 4P 10,000 02/17/2011 02/17/2016 Common Stock 10,000 (4) 2,010,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 02/17/2011 4P 2,000,000 02/17/2011 09/30/2013 Common Stock 2,000,000 $10,000(3) 4,010,000 I Already Done That, LLC(2)
Warrants $0.005 02/17/2011 4P 10,000 02/17/2011 02/17/2016 Common Stock 10,000 (4) 4,020,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 02/17/2011 4P 2,000,000 02/17/2011 09/30/2013 Common Stock 2,000,000 $10,000(3) 6,020,000 I Already Done That, LLC(2)
Warrants $0.005 02/17/2011 4P 10,000 02/17/2011 02/17/2016 Common Stock 10,000 (4) 6,030,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 02/17/2011 4P 2,000,000 02/17/2011 09/30/2013 Common Stock 2,000,000 $10,000(3) 8,030,000 I Already Done That, LLC(2)
Warrants $0.005 02/17/2011 4P 10,000 02/17/2011 02/17/2016 Common Stock 10,000 (4) 8,040,000 I Already Done That, LLC(2)
Warrants $0.01 03/31/2011 4A 300,000 03/31/2011 03/30/2016 Common Stock 300,000 (5) 8,340,000 D
Warrants $0.01 06/30/2011 4A 300,000 06/30/2011 06/29/2016 Common Stock 300,000 (5) 8,640,000 D
10% Senior Secured Convertible Debenture $0.005 06/30/2011 4C 2,000,000 02/17/2011 09/30/2013 Common Stock 2,072,876 (1) 6,640,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 06/30/2011 4C 2,000,000 02/17/2011 09/30/2013 Common Stock 2,072,877 (1) 4,640,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 06/30/2011 4C 2,000,000 02/17/2011 09/30/2013 Common Stock 2,072,877 (1) 2,640,000 I Already Done That, LLC(2)
10% Senior Secured Convertible Debenture $0.005 06/30/2011 4C 2,000,000 02/17/2011 09/30/2013 Common Stock 2,072,877 (1) 640,000 I Already Done That, LLC(2)
Options $0.01 08/26/2011 4A 1,500,000 08/26/2011 08/26/2015 Common Stock 1,500,000 (6) 2,140,000 D
Options $0.02 08/26/2011 4A 3,000,000 08/26/2011 08/26/2017 Common Stock 3,000,000 (7) 5,140,000 D
Warrants $0.01 09/30/2011 4A 300,000 09/30/2011 09/30/2016 Common Stock 300,000 (5) 5,440,000 D
Warrants $0.01 12/31/2011 4A 300,000 12/31/2011 12/30/2016 Common Stock 300,000 (5) 5,740,000 D
Explanation of Responses:
1. A total of $10,000 of outstanding principal plus $364 of accrued interest converted under several 10% Senior Secured Convertible Debentures.
2. The securities are held by Already Done That, LLC a Texas limited liability corporation. The reporting person owns Already Done That, LLC. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein.
3. The reporting person participated in the Issuer's private placement of 350 Units to certain qualified investors. Each Unit is comprised of (i) a $10,000 principal amount 10% Senior Secured Convertible Debenture, and (ii) a five-year warrant to purchase 10,000 shares of common stock. The Units are being offered at a purchase price of $10,000 per Unit. The reporting person purchased a total of 4 Units during the 2011 fiscal year for a total purchase price of $40,000.
4. Warrants issued as part of the Units.
5. Warrants awarded for Mr. Hill's service on the board of directors. Under the directors' compensation program, each board member earns 100,000 Warrants per month, which are awarded at the end of each quarter. The directors receive no other compensation for their service on the board.
6. Employee stock options awarded to Mr. Hill compensation. Options fully vest on 8/26/2011 and expire on 8/25/2015. The strike price is $0.01.
7. Employee stock options awarded to Mr. Hill compensation. Options vest monthly, at a rate of 12,500 per month, over a 24 month period, starting on 8/26/2011. Options expire on 8/25/2017. The strike price is $0.02.
/s/ Kenneth E. Hill 03/26/2012
** 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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