UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 3)*
Under the Securities Exchange Act of 1934
LILIS ENERGY, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
532403201
(CUSIP Number)
United States of America
Tel. No.: (210) 999-5400
(Name, Address and Telephone Number of
Person Authorized to
Receive Notices and Communications)
December 15, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS
ABRAHAM MIRMAN
|
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
| 5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
|
|
NUMBER OF REPORTING |
7 |
SOLE VOTING POWER
1,395,153 |
| 8 |
SHARED VOTING POWER
11,087 | |
| 9 |
SOLE DISPOSITIVE POWER
1,255,847 | |
| 10 |
SHARED DISPOSITIVE POWER
11,087 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,406,240 (1) |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2% (2) |
| 14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Consists of: (i) 11,087 shares of common stock held by The Bralina Group, LLC; and (ii) 751,819 shares of common stock held directly by Mr. Mirman. Mr. Mirman has shared voting and dispositive power over the securities held by The Bralina Group, LLC with Susan Mirman. Does not include unvested options to purchase 1,166,664 shares of common stock. In addition, Mr. Mirman beneficially owns an aggregate of 2,566,274 additional shares of common stock acquirable within 60 days, each of which is subject to a Blocker Limitation. However, Mr. Mirman’s percentage ownership is currently in excess of such Blocker Limitations, and as a result, such Blocker Securities have been excluded from the table. These Blocker Securities consist of the following: (i) 11,087 shares of common stock issuable upon exercise of January 2014 Warrants held by The Bralina Group, LLC; (ii) 5,187 shares of common stock issuable upon exercise of Series A Warrants held directly by Mr. Mirman; (iii) 300,000 shares of common stock issuable upon exercise of warrants received in connection with the Issuer’s convertible note offering held directly by Mr. Mirman; (iv) 1,500,000 shares of common stock issuable upon conversion of shares of Series B Preferred held directly by Mr. Mirman; and (v) 750,000 shares of common stock issuable upon exercise of Series B Warrants held directly by Mr. Mirman. |
| (2) | Percentage based upon 22,040,620 outstanding shares of Common Stock. |
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INTRODUCTORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Act”), this Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2015, and amended by Amendment No. 1 and No. 2 to the Schedule 13D on January 8, 2016 and June 30, 2016, respectively (as amended, the “Schedule 13D”). This Amendment No. 3 relates to a grant of options to purchase shares of common stock, $0.0001 par value per share (“Shares”), of Lilis Energy, Inc. (the “Issuer”), by the Issuer to Abraham Mirman, the Chief Executive Officer and a director of the Issuer.
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:
This Schedule 13D relates to the common stock, $0.0001 par value per share (the “Shares”), of Lilis Energy, Inc., (f/k/a Recovery Energy, Inc.) a Nevada corporation (the “Issuer”), and is being filed by Abraham Mirman (the “Reporting Person”) with respect to the Shares. The Shares are currently quoted on the OTCQB Marketplace.
The address of the principal executive offices of the Issuer is 260 16th St., Suite #1350, Denver, CO 80202, United States of America. Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
Grant under the Issuer’s 2016 Omnibus Incentive Plan
On December 15, 2016, the Issuer’s compensation committee recommended, and the Issuer’s board of directors approved a grant of 500,000 options to purchase Shares at a strike price of $2.98, the closing price on the grant date, to the Reporting Person, the Chief Executive Officer and a director of the Issuer pursuant to the Issuer’s 2016 Omnibus Incentive Plan (the “Plan”).
Item 4. Purpose of Transaction.
As described in Item 3 above, the Reporting Person acquired the securities identified in this Schedule 13D in connection with his service as an officer and director of the Issuer and pursuant to the Issuer’s Plan.
The securities described in this Statement are being held by the Reporting Person for investment purposes. The Reporting Person may acquire additional Common Stock of the Issuer through compensatory grants by the Issuer or through public or private purchases. The Reporting Person may exercise the stock options described in Item 3 above and subsequently dispose of the underlying Common Stock or otherwise acquire or dispose of additional securities of the Issuer, to the extent deemed advisable in light of his general investment strategies, market conditions, or other factors.
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In the ordinary course of his duties as a director of the Issuer, the Reporting Person has and expects in the future to discuss and to make decisions regarding plans or proposals with respect to the matters specified in clauses (a) through (j) of this Item 4 with the Issuer.
Except as described in this Statement or in his capacity as a director of the Issuer, the Reporting Person has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer.
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries.
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.
(e) Any material change in the present capitalization or dividend policy of the issuer.
(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940.
(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person.
(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of registered national securities association.
(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
| (a) | As of the date hereof, the Reporting Person may be deemed to be the beneficial owner of 1,406,240 Shares, constituting 6.2% of the Shares. |
| (b) | The Reporting Person (i) has the sole power to vote or direct the vote of 1,395,153 Shares; (ii) has the shared power to vote or direct the vote of 11,087 Shares; (iii) has the sole power to dispose or direct the disposition of 1,395,153 Shares; and (iv) has the shared power to dispose or direct the disposition of 11,087 Shares. |
| (c) | The Reporting Person has not engaged in any other transactions, other than as disclosed above, in the Issuer’s Common Stock during the last 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
None.
Item 7. Material to Be Filed as Exhibits
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| December 20, 2016 | |
| (Date) |
| By: | /s/ Abraham Mirman | |
| Name: | Abraham Mirman |
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