U.S. Energy (USEG) Form 4 US ENERGY / John A Weinzierl ownership change

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^*

Weinzierl John A

(Last) (First) (Middle)

1616 S VOSS RD, SUITE 530

(Street)

HOUSTON, TX 77057

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]

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

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	01/17/2022		A		200,000(1)	A	$0(2)	200,000	D(3)(5)
Common Stock								6,568,828(4)	D(5)

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

1. Name and Address of Reporting Person^*

Weinzierl John A

(Last) (First) (Middle)

1616 S VOSS RD, SUITE 530

(Street)

HOUSTON, TX 77057

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marsh Wallis T

(Last) (First) (Middle)

1616 S VOSS RD, SUITE 530

(Street)

HOUSTON, TX 77057

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lubbock Energy Partners LLC

(Last) (First) (Middle)

1616 S VOSS RD, SUITE 530

(Street)

HOUSTON, TX 77057

(City) (State) (Zip)

Explanation of Responses:

1. Represents restricted stock shares subject to time-based vesting, which vest at the rate of (a) 1/4th of such shares on January 17, 2022, and (b) 1/4th of such shares on the last day of each six months thereafter for the following eighteen months, subject to the recipient's continued service to the Issuer.

2. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the Chairman of the Board of Directors of the Issuer.

3. Represents shares of shares of common stock, $0.01 par value per share of the Issuer, held by Mr. John A.Weinzierl.

4. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Lubbock Energy Partners LLC ("Lubbock Energy"). The shares held by Lubbock Energy may be deemed to be beneficially owned by Mr. Weinzierl and Mr. Marsh due to their status as Chief Executive Officer and Manager, and Manager, respectively, of Lubbock Energy. Mr. Weinzierl and Mr. Marsh disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. Mr. Weinzierl is also the owner of 33 1/3% of the outstanding membership interests of the limited liability company that owns 100% of the Membership Interests of Synergy (defined below), but in his capacity as a member of the parent of Synergy, he does not have voting or dispositive control over the shares of the Issuer held by Synergy, and he is therefore not deemed to beneficially own such shares, and such shares have not been included in his beneficial ownership as disclosed in this Form 4.

5. Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnote (4).

Remarks:

By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Lubbock Energy, and Mr. Weinzierl and Mr. Marsh, due to their status as Chief Executive Officer and Manager, and Manager, respectively, of Lubbock Energy, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Lubbock Energy, the parties to the Voting Agreement are the Issuer, Synergy Offshore LLC ("Synergy"); Banner Oil & Gas, LLC; Woodford Petroleum, LLC; and Llano Energy LLC. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group". The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on January 10, 2022.

	/s/ John A. Weinzierl	01/31/2022
	/s/ Wallis T. Marsh	01/31/2022
	/s/ John A. Weinzierl, Chief Executive Officer of Lubbock Energy Partners LLC	01/31/2022
	** Signature of Reporting Person	Date
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