Legend Oil & Gas Form 4 Legend Oil & Gas / Sean M McAvoy 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^*

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)

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)

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 - Manager of Hillair Capital Investments L.P.	07/29/2016
	/s/ Sean M. McAvoy - Authorized Signatory	07/29/2016
	/s/ Sean M. McAvoy	07/29/2016
	** Signature of Reporting Person	Date
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