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^*

Amegy Bank National Association /GFN

(Last)

(First)

(Middle)

4400 POST OAK PARKWAY

(Street)

HOUSTON

77027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INFINITY ENERGY RESOURCES, INC [ IFNY.PK ]

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)
12/30/2013

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	12/30/2013		P		3,591,250	A	⁽¹⁾	5,591,250	D

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)
Series A Preferred Stock	$0.065⁽²⁾	12/30/2013		S			130,000	01/01/2013	⁽³⁾	Common Stock	2,000,000	⁽¹⁾	0	D

Explanation of Responses:

1. On December 30, 2013, pursuant to a Stock Exchange Agreement dated December 13, 2013, by and between the Reporting Person and the Issuer, the Issuer issued and transferred 3,591,250 shares of Common Stock to the Reporting Person, 3,250,000 of which were in exchange for the 130,000 shares of Series A Preferred Stock then owned by the Reporting Person and 341,250 of which were in lieu of and as settlement for $1,365,000 of accrued and unpaid dividends then owing to the Reporting Person in respect of such Series A Preferred Stock. The shares of Common Stock issued by the Issuer in this transaction were valued at $4.00 per share. The shares of Series A Preferred Stock exchanged by the Reporting Person in this transaction were valued at $100.00 per share.

2. The Series A Preferred Stock was convertible initially at a price of $0.065 per share of Common Stock (the Series A Preferred Stock was acquired by the Reporting Person at $100.00 per share and has an initial conversion price of $6.50 per share). The conversion price is subject to certain anti-dilution and conversion price adjustment rights set forth in the Issuer's certificate of incorporation.

3. The Series A Preferred Stock had no expiration date.

Remarks:

The Reporting Person is 100% owned by Amegy Holding Delaware, a Delaware corporation, which is 100% owned by Amegy Corporation, a Texas corporation, which is 100% owned by Zions Bancorporation, a Utah corporation.

	AMEGY BANK NATIONAL ASSOCIATION, By: /s/ Thomas J. Press, Thomas J. Press, Executive Vice President & General Counsel	12/31/2013
	** 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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