0001493152-22-002735.txt : 20220131 0001493152-22-002735.hdr.sgml : 20220131 20220131164220 ACCESSION NUMBER: 0001493152-22-002735 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220117 FILED AS OF DATE: 20220131 DATE AS OF CHANGE: 20220131 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Batchelor Joshua Lane CENTRAL INDEX KEY: 0001903548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574563 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD, SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Woodford Petroleum, LLC CENTRAL INDEX KEY: 0001903542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574560 BUSINESS ADDRESS: STREET 1: P.O. BOX 1328 CITY: SPRING STATE: TX ZIP: 77383 BUSINESS PHONE: 713-364-1400 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sage Road Capital, LLC CENTRAL INDEX KEY: 0001903543 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574562 BUSINESS ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-364-1400 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stamets Benjamin Andrew CENTRAL INDEX KEY: 0001904963 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574558 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Banner Oil & Gas, LLC CENTRAL INDEX KEY: 0001903556 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574561 BUSINESS ADDRESS: STREET 1: 10011 SOUTH PENNSYLVANIA AVE. CITY: OKLAHOMA CITY STATE: OK ZIP: 73159 BUSINESS PHONE: 713-364-1400 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Llano Energy LLC CENTRAL INDEX KEY: 0001903563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-06814 FILM NUMBER: 22574559 BUSINESS ADDRESS: STREET 1: P.O. BOX 369 CITY: STILLWATER STATE: OK ZIP: 74076 BUSINESS PHONE: 713-364-1400 MAIL ADDRESS: STREET 1: 2121 SAGE ROAD STREET 2: SUITE 325 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: US ENERGY CORP CENTRAL INDEX KEY: 0000101594 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 830205516 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 675 BERING, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 303 993 3200 MAIL ADDRESS: STREET 1: 675 BERING, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STATES MINING INC DATE OF NAME CHANGE: 19851229 4 1 ownership.xml X0306 4 2022-01-17 0 0000101594 US ENERGY CORP USEG 0001903548 Batchelor Joshua Lane 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 1 0 1 1 Member of 10% owner group 0001903543 Sage Road Capital, LLC 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 0 0 1 1 Member of 10% owner group 0001903556 Banner Oil & Gas, LLC 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 0 0 1 1 Member of 10% owner group 0001903542 Woodford Petroleum, LLC 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 0 0 0 1 Member of 10% owner group 0001903563 Llano Energy LLC 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 0 0 0 1 Member of 10% owner group 0001904963 Stamets Benjamin Andrew 2121 SAGE ROAD, SUITE 325 HOUSTON, TX 77056 0 0 1 1 Member of 10% owner group Common Stock 2022-01-17 4 A 0 40000 0 A 40000 D Common Stock 5668121 D Common Stock 434130 D Common Stock 688273 D Represents restricted stock shares subject to time-based vesting, which vest at the rate of (a) 1/4th of such shares on January 17, 2022, and (b) 1/4th of such shares on the last day of each six months thereafter for the following eighteen months, subject to the recipient's continued service to the Issuer. Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7). Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer. Represents shares of shares of common stock, $0.01 par value per share of the Issuer, held by Mr. Joshua L. Batchelor. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Llano Energy LLC ("Llano"). The shares held by Llano may be deemed to be beneficially owned by Sage Road, which indirectly controls Llano and manages certain funds which own a majority interest of Llano, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Banner, Woodford and Llano, and Sage Road and Mr. Batchelor and Mr. Stamets, due to their control of such entities, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Banner, Woodford and Llano, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; and Synergy Offshore LLC. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group".The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons).For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on January 10, 2022. /s/ Joshua L. Batchelor 2022-01-31 /s/ Benjamin A. Stamets 2022-01-31 /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC 2022-01-31 /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC 2022-01-31 /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC 2022-01-31 /s/ Joshua L. Batchelor, Manager of Llano Energy LLC 2022-01-31