T-rex Oil Form 5 T-REX OIL / PLOEG ANDREW P VANDER ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

VANDER PLOEG ANDREW P

(Last) (First) (Middle)

19 FOXTAIL CIRCLE

(Street)

CHERRY HILLS VILLAGE CO 80113

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
T-REX OIL, INC. [ TRXO ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
03/31/2016

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							24,528	D
Common Stock	03/10/2016		P	300,000	A	$0.75	324,528	D

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preffered Shares	(1)	09/24/2015		A	125,000		08/24/2016	(2)	Common	(1)	(4)	125,000	D
Warrant	$3	09/24/2015		A	125,000		09/25/2015	09/24/2018	Common	125,000	(4)	250,000	D
Stock Option	$0.1	12/15/2015		A	25,000		12/15/2015	12/15/2018	Common	25,000	$0	275,000	D
Stock Option	$0.1	12/15/2015		J(3)		25,000	12/15/2015	12/15/2018	Common	0	$0	250,000	D

Explanation of Responses:

1. Series A Convertible Preferred shares are Convertible at a conversion price that is equal to 80% of the 10 day average closing price of common stock after 9 months form date of assurance.

2. No expiration date

3. Stock Option was Cancelled.

4. The preferred shares and warrant were sold as a unit at a price of $2 per unit.

	/s/ Andrew P. VanderPloeg	05/17/2016
	** 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).
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