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*
Hillair Capital Investments LP

(Last) (First) (Middle)
C/O HILLAIR CAPITAL MANAGEMENT LLC
345 LORTON AVE., SUITE 303

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Legend Oil & Gas, Ltd. [ LOGL ]
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)
05/27/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/27/2016
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 05/01/2015 P 604,155,998 A $0.03 604,155,998 D(1)
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
Series B Convertible Preferred Stock $0.03 10/21/2015 P 321,456,675 10/21/2015 (2) Common Stock 321,456,675 $1,000 321,456,675 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 01/29/2016 P 47,980,000 01/29/2016 03/01/2018 Common Stock 47,980,000 $1,439,400 369,436,675 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 03/25/2016 P 13,692,933 03/25/2016 03/01/2018 Common Stock 13,692,933 $410,788 383,129,608 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 04/07/2016 P 38,340,200 04/07/2016 03/01/2018 Common Stock 38,340,200 $1,150,206 421,469,808 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 05/27/2016 P 15,336,080 05/27/2016 03/01/2018 Common Stock 15,336,080 $460,082 436,805,888 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 07/05/2016 P 11,000,000 07/05/2016 03/01/2018 Common Stock 11,000,000 $330,000 447,805,888 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 07/27/2016 P 18,333,333 07/27/2016 03/01/2018 Common Stock 18,333,333 $550,000 466,139,221 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 08/22/2016 P 12,833,333 08/22/2016 03/01/2018 Common Stock 12,833,333 $385,000 478,972,554 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 12/16/2016 P 11,000,000 12/19/2016 03/01/2018 Common Stock 11,000,000 $330,000 489,972,554 D(1)
Original Issue Discount Senior Convertible Debenture $0.03 01/03/2017 P 12,833,333 01/03/2017 03/01/2018 Common Stock 12,833,333 $385,000 502,805,887 D(1)
1. Name and Address of Reporting Person*
Hillair Capital Investments LP

(Last) (First) (Middle)
C/O HILLAIR CAPITAL MANAGEMENT LLC
345 LORTON AVE., SUITE 303

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hillair Capital Management LLC

(Last) (First) (Middle)
345 LORTON AVENUE
SUITE 303

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
1. Name and Address of Reporting Person*
McAvoy Sean M

(Last) (First) (Middle)
345 LORTON AVENUE
SUITE 303

(Street)
BURLINGAME CA 94010

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Capital"), and indirectly by Hillair Capital Investments LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management and McAvoy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
2. The Series B Convertible Preferred Stock does not have an expiration date.
/s/ Sean M. McAvoy - Hillair Capital Investment L.P. 01/09/2017
/s/ Sean M. McAvoy - Hillair Capital Management LLC 01/09/2017
/s/ Sean M. McAvoy 01/09/2017
** 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).
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