SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Sheena Ilan N

(Last)

(First)

(Middle)

22 LEVIN STREET

(Street)

HERTZLIA

46781

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ZION OIL & GAS INC [ ZN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/06/2016

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, Par Value $0.01	06/17/2016	06/17/2016	M5	10,000	A	$0.01	380,000⁽²⁾	I	ESOP Trust Company-FBO Ilan N. Sheena
Common Stock, Par Value $0.01	06/17/2016	06/17/2016	M5	90,000	A	$0.01	470,000⁽¹⁾	I	ESOP Trust Company-FBO Ilan N. Sheena

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)	4. Transaction Code (Instr. 8)	(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)
Common Stock, Par Value $0.01	$0.01	06/06/2016	06/17/2016	M5	10,000⁽³⁾		⁽³⁾	06/05/2026	Common Stock Par Value $0.01	10,000⁽³⁾	⁽⁵⁾	0	I	ESOP Trust Company-FBO Ilan N. Sheena
Common Stock, Par Value $0.01	$0.01	06/06/2016	06/17/2016	M5	90,000⁽⁴⁾		⁽⁴⁾	06/06/2026	Common Stock Par Value $0.01	90,000⁽⁴⁾	⁽⁵⁾	0	I	ESOP Trust Company-FBO Ilan N. Sheena

Explanation of Responses:

1. 1. Consists of 282,500 shares of Common Stock and Stock Options to purchase an additional 187,500 share of Common Stock. 2,500 of vested stock options are included in the 470,000 balance.

2. 2. A Stock Option was awarded under issuer's 2011 Stock Option Plan on April 1, 2016 in connection with the continued employment of the reporting person to purchase 10,000 shares of Common Stock and shall vest as follows: 2,500 options shall vest at the end of each 90 day period commencing April 1, 2016.

3. 3. Fully vested stock options granted 6/6/2016 from the Issuer's 2011 Stock Option Plan

4. 4. Fully vested stock options granted 6/6/2016 from the Issuer's 2011 Stock Option Plan

5. 5. Not applicable

	Tim Hill	06/23/2016
	** 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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