| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DEEP WELL OIL & GAS INC [ DWOG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/08/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Shares | 06/08/2018 | M | 300,000(4) | A | $0.05 | 1,450,000 | I | See footnote(3) | ||
| Common Shares | 06/08/2018 | F | 214,286(4) | D | $0.07 | 1,235,174 | I | See footnote(3) | ||
| Common Shares | 06/08/2018 | M | 500,000(5) | A | $0.05 | 1,735,714 | I | See footnote(3) | ||
| Common Shares | 06/08/2018 | F | 357,143(5) | D | $0.07 | 1,378,571(6) | I | See footnote(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to acquire) | $0.05 | 06/08/2018 | M | 300,000(4) | (1) | 06/20/2018 | Common Stock | 300,000(4) | $0 | 0 | D | ||||
| Stock Option (right to acquire) | $0.38 | 09/19/2014 | J | 0 | (7) | 09/19/2019 | Common Stock | 600,000 | $0.38 | 600,000(7) | D | ||||
| Stock Option (right to acquire) | $0.05 | 06/08/2018 | M | 500,000(5) | (2) | 06/20/2018 | Common Stock | 500,000(5) | $0 | 0 | I | See footnote(3) | |||
| Stock Option (right to acquire) | $0.38 | 09/19/2014 | J | 0 | (8) | 09/19/2019 | Common Stock | 1,200,000 | $0.38 | 1,200,000(8) | I | See footnote(3) | |||
| Explanation of Responses: |
| 1. On June 20, 2013, Deep Well Oil & Gas, Inc. (the "Issuer") granted non-qualified stock options to the reporting person to purchase up to 450,000 shares of common stock at an exercise price of $0.05 per common share, 150,000 vesting immediately and the remaining vesting one-third on June 20, 2014, and one-third on June 20, 2015, with an expiration date of June 20, 2018. In August of 2013, the reporting person exercised a portion of the June 20, 2016 non-qualified stock options for 150,000 shares of the Issuer's common stock, which such transaction was previously reported on Form 4. |
| 2. On June 20, 2013, the Issuer. granted the reporting persons consulting company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, non-qualified stock options to purchase up to 1,000,000 shares of common stock at an exercise price of $0.05 per share of common share, with one-half vesting immediately and one-half vesting on June 20, 2014, with an expiration date of June 20, 2018. In August of 2013, the reporting persons consulting company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, exercised a portion of the June 20, 2016 non-qualified stock options for 500,000 shares of the issuer's common stock, which such transaction was previously reported on Form 4. |
| 3. Concorde Consulting, is a company owned 100% by Mr. Curtis Sparrow, providing consulting services as Chief Financial Officer and Secretary. |
| 4. The transactions reported, in the above Table I rows 1 and 2 and Table II row 1, reflect the cashless exercise of the reporting persons stock options. As of June 10, 2018, the reporting person exercised 300,000 of the remaining non-qualified stock options issued on June 20, 2013 of which 214,286 common shares were withheld by the Issuer at the market price of $0.07 per common share to fund the cashless exercise. 85,714 common shares of the Issuer's common stock were issued to the reporting person as a result of this cashless exercise, of which common shares were transferred into the reporting person company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting. Where the number of common shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of common shares. The cashless exercise was approved by the Board of the Issuer and a majority of shareholders under the Issuer's stock option plan as amended. |
| 5. The transactions reported, in the above Table I rows 3 and 4 and Table II row 3, reflect the cashless exercise of Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting's stock options. As of June 10, 2018, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting exercised 500,000 of the remaining non-qualified stock options issued on June 20, 2013 of which 357,143 common shares were withheld by the Issuer at the market price of $0.07 per common share to fund the cashless exercise. 142,857 common shares of the Issuer's common stock were issued to Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting as a result of this cashless exercise. Where the number of common shares deducted for the cashless exercise is a fraction, the number has been rounded to the nearest whole number of common shares. The cashless exercise was approved by the Board of the Issuer and a majority of shareholders under the Issuer's stock option plan as amended. |
| 6. The total number of non-derivative securities Directly and Indirectly owned by the reporting person after the transactions reported in Table I above is 1,978,571 common shares, of which 600,000 commons shares are owned Directly by the reporting person, 1,378,571 commons shares are owned Indirectly by the Issuer's company, Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting. |
| 7. On September 19, 2014, the Issuer's Board granted the reporting person, options to purchase 600,000 shares of common stock at an exercise price of $0.38 per common share, with one-third vesting immediately, one-third vesting on September 19, 2015, and one-third vesting on September 19, 2016, with a five-year life from the original grant date. The reporting person has not exercised any of these Directly owned outstanding options. These options were previously disclosed on Form 4 and are again being disclosed in Table II row 2 of this Form 4. |
| 8. On September 19, 2014, the Issuer's Board granted Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting, options to purchase 1,200,000 shares of common stock at an exercise price of $0.38 per common share, with one-half vesting immediately and one-half vesting on September 19, 2015, with a five-year life from the original grant date. The Edmonton International Airport Hotel Ltd. d/b/a Concorde Consulting has not exercised any of these Indirectly owned outstanding options. These options were previously disclosed on Form 4 and are again being disclosed in Table II row 4 of this Form 4. |
| /s/ Curtis Sparrow | 07/25/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
