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^*

VR Global Partners, L.P.

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Energizer Resources, Inc. [ ENZR ]

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)
01/07/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.001	01/07/2014		P		4,250,000	A	$0.1137	6,511,904	I	See Footnote⁽³⁾
Common Stock, $0.001	01/15/2014		S		500,000	D	$0.135	18,567,309⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	02/12/2014		S		500,000	D	$0.16	18,067,309⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	08/27/2014		S		802,000	D	$0.1605	17,265,309⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	08/29/2014		S		239,500	D	$0.16	17,025,809⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	09/12/2014		S		1,500,000	D	$0.1788	15,525,809⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	09/19/2014		P		3,620,000	A	$0.14	19,145,809⁽¹⁾	I	See Footnote⁽²⁾
Common Stock, $0.001	07/31/2015		X		3,334,000	A	$0.00	22,479,809⁽¹⁾	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)
Warrants to Purchase Common Stock	$0.18	01/07/2014		P		7,250,000		01/07/2014	01/14/2017	Common Stock, $0.001	7,250,000	$0.0126	8,678,571⁽¹⁾	I	See Footnote⁽²⁾
Warrants to Purchase Common Stock	$0.18	01/07/2014		P		2,125,000		01/07/2014	01/14/2017	Common Stock, $0.001	2,125,000	$0.0126	2,839,285	I	See Footnote⁽³⁾
Special Warrants(Right to acquire Common Stock and Warrants)	$0.00	04/24/2015		P		3,334,000		⁽⁴⁾	⁽⁴⁾	See Footnote 5⁽⁵⁾	⁽⁵⁾	$0.12	3,334,000⁽¹⁾	I	See Footnote⁽²⁾
Special Warrants(Right to acquire Common Stock and Warrants)	$0.00	07/31/2015		X			3,334,000	⁽⁴⁾	⁽⁴⁾	See Footnote 5⁽⁵⁾	⁽⁵⁾	$0.00	0⁽¹⁾	I	See Footnote⁽²⁾
Warrants to Purchase Common Stock	$0.14	07/31/2015		X		1,667,000		07/31/2015	05/04/2018	Common Stock, $0.001	1,667,000	$0.00	8,917,000⁽¹⁾	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

VR Global Partners, L.P.

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VR Advisory Services Ltd

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VR Capital Participation Ltd.

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VR Capital Group Ltd.

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VR Capital Holdings Ltd.

(Last)

(First)

(Middle)

DUBAI INTERNATIONAL FINANCIAL CENTER

GATE VILLAGE, BLDG. 4, SUITE 402

(Street)

DUBAI

506755

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deitz Richard

(Last)

(First)

(Middle)

NIDDRY LODGE

51 HOLLAND STREET, FIRST FLOOR

(Street)

LONDON

7JB

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that VR Advisory Services Ltd ("VR"), VR Capital Participation Ltd. ("VRCP"), the sole shareholder of VR, VR Capital Goup ("VRCG"), the sole shareholder of VRCP, VR Capital Holdings Ltd. ("VRCH"), the sole shareholder of VRCG, or Richard Deitz, the principal of VR, VRCP, VRCG and VRCH, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, $0.001 (the "Common Stock"), or warrants exercisable to purchase Common Stock of Energizer Resources Inc. (the "Issuer") purchased by VR Global Partners, L.P. Pursuant to Rule 16a-1, VR, VRCP, VRCG, VRCH and Mr. Deitz disclaim such beneficial ownership except to the extent of its or his spective pecuniary interest therein.

2. VR Global Partners, L.P., for which VR is the general partner, currently holds 22,479,809 shares of Common Stock of the Issuer and warrants exercisable to purchase 8,917,000 shares of Common Stock of the Issuer. VRCP is the sole shareholder of VR. VRCG is the sole shareholder of VRCP. VRCH is the sole shareholder of VRCG. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held indirectly by VR, VRCP, VRCG and VRCH because, as the principal of VR, VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.

3. VRCP currently holds 6,511,904 shares of Common Stock of the Issuer and warrants exercisable to purchase 2,125,000 shares of Common Stock of the Issuer. VRCG reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCP. VRCH reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because it is the sole shareholder of VRCG, the sole shareholder of VRCP. Richard Deitz reports the Common Stock and warrants exerciable to purchase Common Stock held VRCP because, as the principal of VRCP, VRCG and VRCH at the time of purchase, he controlled the disposition and voting of the securities.

4. The Special Warrants will be deemed to be exercised without payment of additional consideration or further action on the earlier of (i) the third business day following the day upon which the Issuer obtains a receipt for a final prospectus qualifying the Common Stock and warrants exercisable to purchase Common Stock from the securities regulatory authority in of the provinces of British Columbia, Ontario, Alberta and certain other jurisdictions in which the Special Warrants are sold and further provided that the Issuer has filed (and has in effect) a resale registration statement in the United States with the Securities and Exchange Commission relating to the Common Stock and warrants exercisable to purchase Common Stock and (ii) October 28, 2015 (the "Automatic Conversion Date"). The Automatic Conversion Date was satisfied pursuant to (i) above on July 31, 2015.

5. The Special Warrants are automatically convertible on the Automatic Conversion Date into 3,334,000 shares of Common Stock and warrants exercisable to purchase 1,667,000 shares of Common Stock.

Remarks:

	/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd, the general partner of VR Global Partners, L.P.	12/29/2015
	/s/ Richard Deitz, Authorized Person of VR Advisory Services Ltd	12/29/2015
	/s/ Richard Deitz, Authorized Person of VR Capital Participation Ltd.	12/29/2015
	/s/ Richard Deitz, Authorized Person of VR Capital Group Ltd.	12/29/2015
	/s/ Richard Deitz, Authorized Person of VR Capital Holdings Ltd.	12/29/2015
	/s/ Richard Deitz	12/29/2015
	** 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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