JVL Advisors, L.L.C. Form 4 EVOLUTION PETROLEUM / JOHN LOVOI 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^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVOLUTION PETROLEUM CORP [ EPM ]

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)
02/17/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/17/2017		S		10,000⁽¹⁾⁽²⁾⁽³⁾	D	$9.04	1,190,879⁽¹⁾⁽²⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	02/17/2017		S		2,765⁽¹⁾⁽²⁾⁽⁵⁾	D	$9.023	196,935⁽¹⁾⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	02/17/2017		S		18,232⁽¹⁾⁽²⁾⁽⁷⁾	D	$9.023	796,268⁽¹⁾⁽²⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	02/17/2017		S		4,954⁽¹⁾⁽²⁾⁽⁹⁾	D	$9.023	170,046⁽¹⁾⁽²⁾⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾
Common Stock	02/21/2017		S		10,000⁽¹⁾⁽²⁾⁽³⁾	D	$9.04	1,180,879⁽¹⁾⁽²⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock	02/21/2017		S		1,296⁽¹⁾⁽²⁾⁽⁵⁾	D	$9.1761	195,639⁽¹⁾⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock	02/21/2017		S		7,717⁽¹⁾⁽²⁾⁽⁷⁾	D	$9.1761	788,551⁽¹⁾⁽²⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	02/21/2017		S		2,024⁽¹⁾⁽²⁾⁽⁹⁾	D	$9.1761	168,022⁽¹⁾⁽²⁾⁽¹⁰⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LOVOI JOHN

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

Explanation of Responses:

1. John V. Lovoi ("Lovoi") is (i) the sole member and manager of JVL Advisors, LLC ("JVL Advisors"), which is the ultimate controlling entity of Navitas Fund, LP, a Texas limited partnership ("Navitas"), Asklepios Energy Fund, LP, a Texas limited partnership ("Asklepios"), and Panakeia Energy Fund, LP, a Delaware limited partnership ("Panakeia", and with Navitas and Asklepios, the "Partnerships"), and (ii) a managing member of Peninsula-JVL Capital Advisors, LLC, which is the general partner of Belridge Energy Advisors, LP, a Delaware limited partnership ("Belridge").

2. Because of their control over the Partnerships and Belridge, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnerships and Belridge; thus, each may also be deemed to be the beneficial owner of these securities. JVL Advisors and Lovoi disclaim any beneficial ownership of the reported securities beneficially owned by the Partnerships and Belridge, as applicable, in excess of their respective pecuniary interest in such securities.

3. Represents Belridge's sale of shares of common stock.

4. Represents shares of common stock held by Belridge.

5. Represents Asklepios' sale of shares of common stock.

6. Represents shares of common stock held by Asklepios.

7. Represents Navitas' sale of shares of common stock.

8. Represents shares of common stock held by Navitas.

9. Represents Panakeia's sale of shares of common stock.

10. Represents shares of common stock held by Panakeia.

	JVL ADVISORS, LLC, By: /s/ John V. Lovoi, Manager	02/23/2017
	/s/ John V. Lovoi	02/23/2017
	** 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.
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JVL Advisors, L.L.C. Form 4EVOLUTION PETROLEUM / JOHN LOVOI ownership change