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*
Edelman & Guill Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Emerald Oil, Inc. [ EOX ]
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)
05/30/2014
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)
Code V Amount (A) or (D) Price
Common Stock 05/30/2014 P 10,663 A $6.4499 (1) 12,934,267 (2) I WDE Emerald Holdings LLC (3) (4)
Common Stock 05/30/2014 P 369 A $6.4499 (1) 490,125 (5) I White Deer Energy FI L.P. (3) (4)
Common Stock 06/02/2014 P 18,068 A $6.4415 (6) 12,952,335 (2) I WDE Emerald Holdings LLC (3) (4)
Common Stock 06/02/2014 P 625 A $6.4415 (6) 490,750 (5) I White Deer Energy FI L.P. (3) (4)
Common Stock 06/02/2014 P 96,659 A $6.31 (7) 13,048,994 (2) I WDE Emerald Holdings LLC (3) (4)
Common Stock 06/02/2014 P 3,341 A $6.31 (7) 494,091 (5) I White Deer Energy FI L.P. (3) (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Edelman & Guill Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EDELMAN THOMAS J

(Last) (First) (Middle)
667 MADISON AVENUE, 4TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WDE Emerald Holdings LLC

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
White Deer Energy FI, L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
White Deer Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
White Deer Energy TE L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Edelman & Guill Energy Ltd.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GUILL BEN A

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.445 to $6.45, inclusive. The reporting person undertakes to provide to Emerald Oil, Inc., any security holder of Emerald Oil, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1), footnote (6) and footnote (7) to this Form 4.
2. The amount of securities beneficially owned following the reported transactions includes one warrant entitling WDE Emerald Holdings LLC ("WDE Holdings") to purchase up to 4,943,729 shares of the Issuer's common stock
3. Pursuant to a Securities Purchase Agreement dated May 13, 2013 between the WDE Holdings, White Deer Energy FI L.P. ("White Deer FI", and together with WDE Holdings, the "Investors") and the Issuer, the Investors acquired 2,785,600 shares of the Issuer's common stock. The Investors are members of a "group" for purposes of Section 13(d) of the Exchange Act. Such group includes Edelman & Guill Energy L.P., Edelman & Guill Energy Ltd., White Deer Energy L.P. ("White Deer"), White Deer Energy TE L.P. ("White Deer TE", and together with White Deer and White Deer FI, the "Funds"), Thomas J. Edelman and Ben A. Guill.
4. Mr. Edelman has been appointed as a director of the Issuer. White Deer and White Deer TE are the members of WDE Emerald Holdings, Edelman & Guill Energy L.P. is the general partner of the Funds, Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Messrs. Edelman and Guill are the directors of Edelman & Guill Energy Ltd. Accordingly, each of Edelman & Guill Energy Ltd, Edelman & Guill Energy L.P., and Messrs. Edelman and Guill may be deemed to control the investment decisions of the Funds and, therefore, the Investors. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
5. The amount of securities beneficially owned following the reported transactions includes one warrant entitling White Deer FI to purchase up to 170,904 shares of the Issuer's common stock.
6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.43 to $6.45, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.255 to $6.3, inclusive.
Remarks:
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P. 06/02/2014
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P. 06/02/2014
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P. 06/02/2014
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 06/02/2014
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. 06/02/2014
/s/ Thomas Edelman 06/02/2014
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill 06/02/2014
** Signature of Reporting Person Date
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