X0303 4 2011-01-03 0000101594 US ENERGY CORP USEG 0001065872 LARSEN KEITH G 877 N 8TH ST W RIVERTON WY 82501 1 1 CHAIRMAN & CEO Common Stock 2011-01-03 4 A 0 5000 6.21 A 404606 D Common Stock 84740 I By Esop Common Stock 156894 I By Immediate Family Common Stock 466513 I Family Trust Stock Options (Right to Buy) 2.25 2002-08-08 2011-12-07 Common Stock 52556 52556 D Stock Options (Right to Buy) 3.90 2001-12-07 2011-12-06 Common Stock 100000 100000 D Stock Options (Right to Buy) 2.46 2004-07-01 2014-06-30 Common Stock 59350 59350 D Stock Options (Right to Buy) 3.86 2005-10-14 2015-10-13 Common Stock 100000 100000 D Stock Options (Right to Buy) 4.97 2008-01-01 2017-07-26 Common Stock 150000 150000 D Stock Option (Right to Buy) 2.52 2009-09-22 2018-09-21 Common Stock 75000 75000 D Shares issured to the Reporting Person under the USE 2001 Stock Compensation Plan. The issuance of these shares is for the funding obligation under the plan for the first quarter of the calendar year ending December 31, 2011. The issuer has agreed under the terms of the Plan to pay all taxes due. The Reporting Person has agreed not to sell these shares to the market or pledge them on obligations until after his (i) retirement; (ii) total disability or (iii) in the case of the death of the Reporting Person his estate may sell the shares of stock. Includes shares held directly by the Reporting Person. 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. Includes shares held in ESOP accounts established to benefit members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2). As a result of the settlement of Mr. John L. Larsen's Estate, 466,513 shares of U.S. Energy common stock were put into a Family Trust. Keith Larsen is John L. Larsen's son and serves as the Co-Trustee of a Family Trust. Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3. Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3. Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009. /s/ Keith G. Larsen 2011-01-03