X0306 5 2012-12-31 0 0 1 0001425597 Mesa Energy Holdings, Inc. MESH 0001491076 Griffin Randy M MESA ENERGY HOLDINGS, INC. 5220 SPRING VALLEY ROAD, SUITE 525 DALLAS TX 75254 1 1 1 0 Chairman and CEO Common Stock, $0.0001 par value 2012-12-07 5 G 0 900000 0 D 5540601 D Common Stock, $0.0001 par value 1904000 I By Sycamore Resources, Inc. Common Stock, $0.0001 par value 1735740 I By Amagosa Investments Ltd. Employee Incentive Stock Option (right to buy) 0.15 2011-06-30 4 A 0 L 1000000 0.00 A 2012-06-30 2016-06-30 Common Stock 1000000 1000000 D Option to Purchase Outstanding Common Stock (right to buy) 0.10 2012-12-17 4 J 0 L 1332539 10.00 D Common Stock 1332539 0 D Option to Purchase Outstanding Common Stock (right to buy) 0.10 2012-12-17 4 P 0 L 1800000 10 A 2012-12-17 2015-06-01 Common Stock 1800000 1800000 D Otion to Purchase Outstanding Common Stock (right to buy) 0.10 2012-12-17 4 J 0 L 3667461 10.00 D Common Stock 3667461 1800000 D On December 7, 2012 Mr. Griffin gifted 900,000 shares of the common stock of Mesa Energy Holdings, Inc., which he directly owned. Mr. Griffin is the sole officer, director and shareholder of this entity. Mr. Griffin is the general partner and has voting and dispositive power over the shares owned by this entity. Granted under the Issuer's 2009 Equity Incentive Plan. Cancellation for value of fully vested option to purchase common stock of the Issuer purchased from Unruh & Unruh Properties, LP, owned by Ray Unruh, President of the Issuer, pursuant to agreement between the parties dated December 17, 2012. Option (fully vested) to purchase common stock of the Issuer purchased from Ray Unruh, President of the Issuer. Pursuant to the agreement between the parties dated December 12, 2012, this option supersedes and cancels the previous option agreement between the parties dated June 10, 2010 pursuant to which Mr. Griffin purchased from Mr. Unruh an option to purchase 3,667,461 shares of common stock of the Issuer. Cancellation for value of fully vested option to purchase common stock of the Issuer purchased from Ray Unruh, President of the Issuer, pursuant to agreement between the parties dated December 12, 2012. /s/ Randy M. Griffin 2013-01-28