| 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 |
| |||||||||||||||
| 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 TORCHLIGHT ENERGY RESOURCES INC [ TRCH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 05/28/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 05/28/2015 | X | 631,250 | A | $0.36 | 4,300,000 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Options (right to buy) | $0.36 | 05/28/2015 | X | 631,250 | 03/30/2015 | (1) | Common Stock | 631,250 | $0 | 0 | D | ||||
| Series A Convertible Preferred Stock | $1.15(2) | 06/09/2015 | P | 30,000 | 06/09/2015 | (3) | Common Stock | 2,608,695 | $100 | 643,695(4) | D | ||||
| Series A Convertible Preferred Stock | $1.15(2) | 06/09/2015 | P | 5,000 | 06/09/2015 | (3) | Common Stock | 434,782 | $100 | 643,695(4) | I | See footnote(5) | |||
| Warrants | $1.4 | 06/09/2015 | P | 521,739 | 06/09/2015 | 06/09/2020 | Common Stock | 521,739 | (6) | 643,695(4) | D | ||||
| Warrants | $1.4 | 06/09/2015 | P | 86,956 | 06/09/2015 | 06/09/2020 | Common Stock | 86,956 | (6) | 643,695(4) | I | See footnote(5) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. The options would have expired 30 days following receipt by the Reporting Person of information from the Issuer with respect to certain well(s) to be drilled by the Issuer, as described in the Schedule 13D Statement dated May 27, 2015 filed by the Reporting Person with respect to the common stock of the Issuer. |
| 2. The Series A preferred stock is convertible into shares of common stock in an amount determined by multiplying the number of shares of preferred stock being converted by the preferred stock's stated value of $100 and dividing the product by a conversion price of $1.15. |
| 3. The Series A preferred stock may be converted into common stock at any time and will in any case be converted into common stock on June 9, 2016; provided that the Series A preferred stock shall not be converted into common stock to the extent such conversion would cause the holder to have beneficial ownership of more than 20% of the issuer's outstanding shares of common stock unless such conversion has been approved by the issuer's stockholders. |
| 4. Includes 30,000 shares of Series A preferred stock and warrants with respect to 521,739 shares of common stock owned of record by the reporting person and 5,000 shares of Series A preferred stock and warrants with respect to 86,956 shares of common stock owned of record by G Mc Exploration, LLC. |
| 5. Securities owned of record by G Mc Exploration, LLC, in which the reporting person owns 50% of the outstanding membership interests. |
| 6. Warrants issued in connection with the investment in issuer in which the Series A preferred stock was issued. |
| Remarks: |
| /s/ Greg McCabe | 06/11/2015 | |
| /s/ Greg McCabe, President of G Mc Exploration, LLC | 06/11/2015 | |
| ** 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. | ||
