Eunis Lorance Shockey Jr Form 4 TORCHLIGHT ENERGY RESOURCES / Eunis Lorance Shockey Jr 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

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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^*

Shockey Eunis Lorance Jr

(Last) (First) (Middle)

5700 WEST PLANO PARKWAY

SUITE 3600

(Street)

PLANO TX 75093

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015

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

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	$0.5	05/04/2015		A		400,000		05/04/2015	05/04/2018	Common Stock	400,000	(1)	400,000	D
Warrants	$2.29	06/30/2015		A		50,000		06/30/2015	06/30/2018	Common Stock	50,000	(2)	50,000	D

Explanation of Responses:

1. The issuer issued a promissory note (the "Note") to Mr. Shockey on November 4, 2014 to evidence his loan of $500,000, which Note was due on December 4, 2014. As consideration for defaulting on the Note and for Mr. Shockey agreeing to extend the Note, the issuer's Board of Directors authorized issuing the 400,000 warrants to Mr. Shockey on May 4, 2015.

2. On June 30, 2015, the issuer's Board of Directors authorized issuing the 50,000 warrants to Mr. Shockey as consideration for agreeing to extend the Note to December 31, 2015. Under the terms of the extension, if the Note is not earlier prepaid, the issuer must issue Mr. Shockey an additional 50,000 warrants on September 30, 2015 with an exercise price equal to the closing market price on that date plus $0.05 and an additional 50,000 warrants on December 31, 2015 with an exercise price equal to the closing market price on that date plus $0.05.

Remarks:

	/s/ Eunis Lorance Shockey Jr.	07/02/2015
	** 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).
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