Item 1. Security and Issuer
This statement relates to the common stock, par value $.0001 per share (the “Shares”), of Sun River Energy, Inc. (the “Issuer”). The Issuer has a principal executive offices located at 5646 Milton Street, Suite 130, Dallas, Texas 75206.
Item 2. Identity and Background
(a) Name: Thimothy S. Wafford.
(b) Business Address: 5646 Milton Street, Suite 130, Dallas, Texas 75206.
(c) Present Occupation: COO of Issuer
(d) During the last five years, reporting person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, reporting person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship: United States of America.
Item 3. Source and Amount of Funds or Other Considerations
On August 1, 2010, Thimothy S. Wafford (“Mr. Wafford”) acquired 125,000 Shares for the sale of his shares in PC Operating Texas, Inc. to Issuer.
On August 24, 2010, Mr. Wafford acquired, as a distribution, 669,000 Shares from FTP Oil & Gas LP (“FTP”). Mr. Wafford is a limited partner in FTP. On August 3, 2010, the Issuer acquired leasehold and well bore interests from FTP, pursuant to the terms of a Purchase and Sale Agreement between the Issuer and FTP. In connection with the acquisition, the Issuer issued an aggregate of 1,338,000 shares of its Common Stock and a convertible note in the principal amount of $1,000,000.00 to FTP. The convertible note (the “FTP Oil Note”) had a term of one year, bore interest at the rate of 8.0% per annum, and was convertible into shares of the Issuer’s Common Stock at a conversion rate of $1.50 per share. The principal amount of the note plus accrued interest was due on the maturity date.
On January 18, 2011, Mr. Wafford acquired 152,011 Shares as a distribution from a limited liability company of which he was a member. The 152,011 Shares represented his proportionate share of the common stock owned by a limited liability company of which he was a member.
On September 2, 2011, Sierra Foxtrot, LP acquired 360,000 Shares upon the conversion by FTP of the FTP Oil Note.
On May 1, 2012, pursuant to an offer from the Board of Directors to exchange his options, authorized under his employment agreement, on a one-to-one basis for Shares, Mr. Wafford acquired 1,000,000 Shares.
On May 2, 2012, Mr. Wafford acquired 28,125 Shares of the 112,500 Shares granted to him under the Issuer’s 2011 Incentive Plan which vest between March 31, 2012 and October 31, 2012 for the months of March and April.
On June 7, 2012, Mr. Wafford acquired 14,062 Shares of the 112,500 Shares granted to him under the Issuer’s 2011 Incentive Plan which vest between March 31, 2012 and October 31, 2012 for the month of May.
On June 4, 2012, Reporting Person received a Secured Convertible Promissory Note (“Note”) from Issuer in settlement of the amounts owed to Mr. Wafford for failure of the Issuer to perform under Mr. Wafford’s Employment Agreement. The Note is for a six month term and is due December 4, 2012. The principal amount of the Note is for Two Million Five Hundred Forty Five Thousand Eight Hundred Ninety Six and 10/100 Dollars ($2,545,896.10) and bears an interest rate of four percent (4%) per annum.
Under the Note, the Reporting Person has the option in his sole discretion, upon written notice to the Issuer, to convert all or part of the principal balance and interest, but not the employer or employee taxes, into shares of common stock of the Issuer at a price per share equal to $0.20 per share. After the due date of the Secured Convertible Promissory Notes, Reporting Person shall have the option, in his sole discretions, upon written notice to the Issuer, to convert all or part of the principal balance and interest, but not the employer or employee taxes, into Shares of the Issuers at a price per share equal to 85% of the closing price per Share on the date immediately preceding the date of the written notice.
Item 4. Purpose of Transaction
The information set forth in Items 3 and 6.
The Reporting Person acquired the Shares disclosed hereunder either for investment purposes, in connection with his employment with Issuer or pursuant to Secured Promissory Notes issued to each of him on June 4, 2012 by the Issuer. The Reporting Person accepted the Secured Promissory Note in satisfaction of amounts owed to Mr. Wafford for breaches of his employment agreements with the Issuer. The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire shares of Common Stock or other capital stock of the Issuer outside of those contemplated by the Secured Convertible Promissory Note or in connection with Reporting Person’s employment. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to the investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock or other securities of the Issuer that he now owns or may hereafter acquire. Any decision of the Reporting Person to increase his holding in Common Stock or securities convertible into Common Stock, will depend, however, on numerous factors including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of the Issuer, other business and investment alternatives of the Reporting Person, tax considerations and general economic and market conditions. At any time, the Reporting Peron may determine to dispose of some or all of his holdings of Common Stock depending on those and other considerations.
At the date of this Statement, the Reporting Person has plans or proposals which would result in:
(a) The acquisition of additional securities in the Issuer.
In March 2012, the Board of Directors, of the Issuer, awarded Mr. Wafford 112,500 Shares under the Issuer’s 2011 Incentive Plan which vest between March 31, 2012 and October 31, 2012.
Upon the termination of Mr. Wafford’s employment contract he agreed to continue working for Issuer in as Chief Operating Officer on an at-will basis for six months in exchange for $25,000 per month and if the Issuer is not able to pay cash he agreed to accept 125,000 Shares of common stock of the Issuer per month in lieu thereof.
Except as described above, at the date of this Statement, each of the Reporting Person has no present plans or proposals which 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 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 a 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 Securities Exchange Act of 1934; or
(j) Any action similar to any of those actions enumerated above.
Item 5. Interest in Securities of the Issuer.
The information contained on the cover pages to this Statement and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.
(a) and (b) See Items 11 and 13 on the cover pages of this Statement for the aggregate number of shares and percentage of issued and outstanding shares of Common Stock of the Issuer owned by the Reporting Person. The percentage of ownership is calculated based upon the outstanding shares as of June 13, 2012 of 38,250,701.
Amount of Common Stock Beneficially Owned | Percent of Class | Sole Power to Vote or Direct the Vote | Shared Power to Vote or Direct the Vote | Sole Power to Dispose or to Direct the Disposition | Shares Power to Dispose or to Direct the Disposition |
| 15,077,679 (1) | 29.58% (2) | 15,077,679 (1) | - | 15,077,679 (1) | - |
| (1) | Includes: (i) 2,348,198 shares of the Issuer’s Common stock, par value $.0001 per share (“Shares”) owned directly by Mr. Wafford and (ii) 12,729,481 Shares representing the derivative shares underlying the conversion feature of Mr. Wafford’s Secured Convertible Promissory Note dated June 4, 2012. The 12,729,481 Shares assumes conversion of the principal of $2,545,896.10 owed it as of the date of this Statement at a conversion rate of $0.20 per Share and exclusive of any accrued interest. As of the date of this Statement, Reporting Person has not converted his debt into Shares. |
| (2) | Based upon 38,250,701 shares of Common Stock issued and outstanding as of June 13, 2012. |
(c) The following table details the transactions by Reporting Person in Shares during the past sixty (60) days:
| Date | Quantity | Price | Type of Transaction |
| May 1, 2012 | 1,000,000 | 0 | Exchange of 1,000,000 Options for Common Stock (3) |
| May 2, 2012 | 28,125 | 0 | 2011 Stock Incentive Plan Grant |
| June 7, 2012 | 14,062 | 0 | 2011 Stock Incentive Plan Grant |
| June 4, 2012 | 12,729,481 (4) | $2,545,896.10 | Secured Convertible Promissory Note |
| (3) | The Board of Directors authorized the issuance of these shares to Reporting Person in exchange for the stock options which had previously been issued to Reporting Person. |
| (4) | This number represents the number of Shares Reporting Person would have if it converted the principal of $2,545,896.10 owed it as of the date of this Statement under its June 4, 2012 Secured Convertible Promissory Note at a conversion rate of $0.20 per Share and exclusive of any accrued interest. As of the date of this Statement, Reporting Person has not converted his debt into Shares. |
(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
Not Applicable
Signature
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned herby certifies that the information set forth in this statement is true, complete and correct.
| | Dated: June 14, 2012 |
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| | THIMOTHY S. WAFFORD |
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| | By: /s/ Thimothy S. Wafford |
| | Thimothy S. Wafford, Individually |
