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*
HERRON HAROLD F

(Last) (First) (Middle)
877 N. 8TH WEST

(Street)
RIVERTON WY 82501

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
VICE PRESIDENT
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
06/20/2003
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)
Code V Amount (A) or (D) Price
$.01 Par Value Common Stock 58,986(1) D
$.01 Par Value Common Stock 2,895 I(3) By Wife
$.01 Par Value Common Stock 27,855 I(4) ESOP Benef.
$.01 Par Value Common Stock 03/24/2003 A 7,887 A $0 78,900(2)(13) D
$.01 Par Value Common Stock 128,626 I(5) Relatives' ESOP
$.01 Par Value Common Stock 155,811 I(6) ESOP Trustee
$.01 Par Value Common Stock 7,600 I(7) Custodial
$.01 Par Value Common Stock 125,556 I(8) By Plateau(10)
$.01 Par Value Common Stock 1,581 I(9) By NWG(10)
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
Stock Option (Right to Buy)(11) $2.875 12/04/1998 09/25/2008 Common Stock 34,782 34,782 D
Stock Option (Right to Buy)(11) $2 12/04/1998 09/25/2008 Common Stock 40,218 40,218 D
Stock Option (Right to Buy)(11) $2.4 01/10/2001 01/09/2011 Common Stock 67,400 67,400 D
Stock Option (Right to Buy)(12) $3.9 12/07/2001 12/06/2011 Common Stock 100,000 100,000 D
Stock Option (Right to Buy)(12) $2.25 08/08/2002 12/07/2011 Common Stock 97,000 97,000 D
Explanation of Responses:
1. Consists of 47,986 shares held directly by the Reporting Person, and 11,000 shares held in an Individual Retirement Account for the benefit of the Reporting Person.
2. Consists of 18,900 shares and 60,000 shares subject to forfeiture. The 18,900 shares issued under the USEG Restriction Stock Bonus Plan, are deemed "earned out" by the Reorting Person if he: (i) is continuously employed by USEG until he retires; (ii) becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within 3 years following the occurrence of (i), (ii) or (iii). The 60,000 shares, issued under the 1996 Stock Award program, vest at the rate of 20% each year over a 5 year period and are subject to the forfeiture conditions noted previously. The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while the non-employee directors of USEG exercise shared voting and dispositive rights over all 78,900 shares. The shares do not come under the control of the Reporting Person until termination of employment. Distributions will not be separately reported. The acquisitions of the shares are exempt under Rule 16b-3.
3. Consists of shares held directly by the Reporting Person's wife.
4. Consists of shares held in the U.S. Energy Corp. Employee Stock Ownership Plan ( the "ESOP") in an account established for the benefit of the Reporting Person.
5. Consists of shares held in ESOP accounts established to benefit members of the Reporting Person's "immediate family", as that term is defined in Rule 16 a-1(e), in accordance with Rule 16a-8(b)(2).
6. Consists of shares held in the ESOP which are not allocated to accounts established for the benefit of specific plan participants. The Reporting Person, as an ESOP Trustee, exercises the voting powers with respect to such unallocated shares.
7. Consists of shares indirectly held by the Reporting Person through his minor children. The Reporting Person is Custodian over 3,000 shares, while his brother-in-law, Mark J. Larsen, is Custodian over 4,600 shares for the children under the Wyoming Uniform Transfers to Minors Act. The Reporting Person disclaims beneficial and pecuniary interest in these shares.
8. Consists of shares held by Plateau Resources Limited ("Plateau"), a wholly-owned subsidiary of USEG. The Reporting Person is an officer and director of both USEG and Plateau. The Reporting Person is not a controlling shareholder of Plateau, and therefore the Reporting Person does not have a pecuniary interest in the USEG shares held by Plateau, under Rule 16a-1(a)(2)(iii).
9. Consists of shares held by Northwest Gold, Inc. ("NWG"), a subsidiary of USEG. The Reporting Person is an officer and director of both USEG and NWG. The Reporting Person is not a controlling shareholder of NWG, and therefore the Reporting Person does not have a pecuniary interest in the USEG shares held by NWG, under Rule 16a-1(a)(2)(iii).
10. Pursuant to SEC Rule 16a-1(a)(2), information on Plateau and NWG is not required, however, Registrant has undertaken comprehensive disclosure and reports shares held by Plateau and NWG as indirectly owned by the Reporting Person. The Reporting Person disclaims beneficial and pecuniary interest in the shares held by Plateau and NWG.
11. Stock options granted under the Issuer's 1998 Incentive Stock Option Plan, and exempt under Rule 16b-3.
12. Stock options granted under the Issuer's 2001 Incentive Stock Option Plan, and exempt under Rule 16b-3.
13. This amendment is filed to correct footnote information relating to the forfeitable shares listed under footnote 2.
Remarks:
/s/ HAROLD F. HERRON 09/02/2003
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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