This Amendment No. 4 amends the original Schedule 13D and its Amendments No. 1, No. 2 and No. 3 (together, “Schedule 13D”) previously filed by Red Mountain Resources, Inc. (“Red Mountain”), Black Rock Capital, Inc. (“Black Rock”) and Alan W. Barksdale (“Barksdale”) (collectively herein referred to as the “Reporting Persons”) with respect to ownership of the common stock, par value $0.001 per share (“Common Stock”), of Cross Border Resources, Inc., a Nevada corporation (the “Issuer”). Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as amended, previously filed with the SEC.
The percentage of beneficial ownership calculation reflected in this Schedule 13D is based upon 16,151,946 shares of Common Stock outstanding as of November 8, 2011, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2011.
Item 3. Source of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended to add the following:
On January 3, 2012, Red Mountain entered into a stock purchase and sale agreement pursuant to which Red Mountain acquired an aggregate of 50,000 shares of the Issuer’s Common Stock in exchange for $70,000.00 ($1.40 per share) in a privately negotiated transaction. Red Mountain used its working capital to pay the purchase price.
On January 10, 2012, Red Mountain entered into a stock purchase and sale agreement pursuant to which Red Mountain acquired an aggregate of 250,929 shares of the Issuer’s Common Stock in exchange for the issuance of an aggregate of 501,858 shares of Red Mountain’s common stock in a privately negotiated transaction.
Item 5. Interest in the Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended in its entirety to read as follows:
Black Rock is deemed to be the beneficial owner of 4,272,328 shares of the Issuer’s Common Stock, or approximately 23.4% of the Issuer’s Common Stock. This represents 2,136,164 shares of the Issuer’s Common Stock held by Black Rock and warrants to purchase 2,136,164 shares of the Issuer’s Common Stock held by Black Rock for which the exercise period began on November 26, 2011. The warrants, however, are subject to a cap that precludes the holder from exercising the warrants if after such exercise the holder alone or with its affiliates would be the beneficial owner of more than 19.99% of the Issuer’s Common Stock unless the holders of the Issuer’s Common Stock approve such exercise.
Red Mountain is deemed to be the beneficial owner of 6,973,589 shares of the Issuer’s Common Stock, or approximately 38.1% of the Issuer’s Common Stock. This represents 2,701,261 shares of the Issuer’s Common Stock held by Red Mountain and the 2,136,164 shares of the Issuer’s Common Stock held by Black Rock, Red Mountain’s wholly owned subsidiary. This also includes the warrants to purchase 2,136,164 shares of the Issuer’s Common Stock held by Black Rock.
Barksdale, as the Chief Executive Officer of Red Mountain and an officer of Black Rock, has the authority to vote and dispose of the shares of the Issuer’s Common Stock on behalf of Red Mountain and Black Rock. As such, Barksdale is deemed to be the beneficial owner of all of the shares of the Issuer’s Common Stock beneficially owned by Red Mountain and Black Rock.
Red Mountain and Barksdale have sole voting and dispositive power with respect to all of the shares of the Issuer’s Common Stock beneficially owned by them. Black Rock has shared voting and dispositive power with respect to all of the shares of the Issuer’s Common Stock beneficially owned by it.
In the past 60 days, Red Mountain effected the transactions described under Item 3 of this Schedule 13D, and such transactions are incorporated by reference herein.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.