Meta Materials (MMATQ) Form 4 TORCHLIGHT ENERGY RESOURCES / ROBERT KENNETH DULIN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

DULIN ROBERT KENNETH

(Last) (First) (Middle)

8449 GREENWOOD DRIVE

(Street)

NIWOT CO 80503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [ TRCH ]

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)
12/18/2014

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 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	12/18/2014		G		48,560	D	(1)	27,000	D
Common Stock	12/18/2014		G		48,560	A	(1)	243,360(3)	I	See footnote(2)
Common Stock	07/28/2015		G		510,728	D	(1)	0	I	See footnote(4)
Common Stock	09/30/2015		C		540,000	A	$0.25(5)	540,000	I	See footnote(4)

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
Warrants	$1.75	07/28/2015		G			92,571	12/18/2012	12/18/2016	Common Stock	92,571	(1)	0	I	See footnote(4)
Warrants	$2	07/28/2015		G			92,571	12/18/2012	12/18/2016	Common Stock	92,571	(1)	0	I	See footnote(4)
Warrants	$1.75	07/28/2015		G			81,000	11/08/2012	11/08/2015	Common Stock	81,000	(1)	0	I	See footnote(4)
Promissory Note	$0.25	09/30/2015		C			1	04/01/2015	09/30/2015	Common Stock	540,000	(5)	1	I	See footnote(4)

Explanation of Responses:

1. Bona fide gift.

2. Mr. Dulin is the trustee or custodian of certain trust/custodial accounts. All the beneficiaries of these accounts are members of Mr. Dulin's immediate family. Accordingly, the pecuniary interest of these immediate family members is attributed to Mr. Dulin.

3. As of January 22, 2013, these trust/custodial accounts held 209,500 shares. Subsequently, and prior to this transaction, in connection with a beneficiary of these accounts reaching the age of 21 (which beneficiary is a family member of Mr. Dulin that does not share his household), Mr. Dulin ceased to be trustee or custodian of a total of 14,700 shares.

4. This transaction was effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% pecuniary interest in securities held by Sawtooth. The amount of securities reported in this transaction represents Mr. Dulin's 90% pecuniary interest in the shares of common stock acquired or disposed of by Sawtooth.

5. Conversion of promissory note.

Remarks:

	/s/ Robert Kenneth Dulin	10/06/2015
	** 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.