| 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 HYDROCARB ENERGY CORP [ HECC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/30/2015 | ||||||||||||||||||||||||||
| 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 Stock | 09/30/2015 | J(1) | 3,210 | A | $1.42 | 3,970,166(2) | D | |||
| 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 | ||||||||
| Convertible Subordinated Promissory | $4 | 09/28/2015 | C(3)(4) | 1(3)(4) | 06/10/2015 | 06/10/2018 | Series B Preferred Stock(3)(4) | 750,000 | (3)(4) | 1(3)(4) | D | ||||
| Series B Convertible Preferred Stock | (5) | 09/28/2015 | J(3)(4) | 3,000 | 09/28/2015 | (6) | Common Stock | 750,000 | (3)(4) | 3,000(4) | D | ||||
| Explanation of Responses: |
| 1. Represents shares of common stock due on September 30, 2015, in consideration for accrued interest on the $516,667 in outstanding Convertible Subordinated Notes held by Mr. Watts. |
| 2. On or around August 25, 2015, Mr. Watts entered into a voting agreement in favor of S. Chris Herndon, a member of the Board of Directors of the Registrant. Pursuant to the voting agreement, Mr. Watts provided Mr. Herndon a voting proxy to vote all of the shares of common stock which Mr. Watts owns or may acquire in the future, to vote to elect or remove (as applicable) 66.6% of members of the Registrant's Board of Directors on any stockholder vote (i.e., 2 out of 3 directors). On November 16, 2015 the conditions to effectiveness of that agreement were removed, and the voting agreement went into effect. The voting rights remain in effect until the earlier of: (a) August 19, 2017; and (b) the due date of a certain convertible note which a company affiliated with Mr. Herndon (Duma Holdings, LLC) may choose to purchase from the Registrant in the future. |
| 3. Among other terms, all principal and accrued interest on the Convertible Subordinated Promissory Note in the amount of $3 million (the "Note") was convertible at the option of the holder into common stock of the Registrant at $4 per share. Additionally, at such time as the Registrant filed a designation of Series B Convertible Preferred Stock with the Secretary of State of Nevada (which occurred on September 28, 2015), the Note, and any and all accrued and unpaid interest thereon, automatically converted into shares of Series B Convertible Preferred Stock of the Registrant at a conversion price of $1,000 per share (i.e., 3,000 shares of Series B Convertible Preferred Stock). |
| 4. The terms of the Note and Series B Convertible Preferred Stock are described in greater detail in the Form 8-K filed by the Registrant with the SEC on June 19, 2015. |
| 5. Each share of Series B Convertible Preferred Stock converts into 250 shares of common stock. |
| 6. The conversion rights do not expire. |
| /s/ Kent P. Watts | 11/25/2015 | |
| ** 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. | ||
