JVL Advisors, L.L.C. Form 4 EVOLUTION PETROLEUM / Advisors, L.L.C. JVL 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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X

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)

10,000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON TX 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)
09/21/2018

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/21/2018		S		45,000(1)(2)(3)	D	$10.9167(5)	316,416(1)(2)(4)	I	See Footnotes(1)(2)(4)
Common Stock	09/24/2018		S		22,090(1)(2)(3)	D	$11.029(6)	294,326(1)(2)(4)	I	See Footnotes(1)(2)(4)
Common Stock	09/25/2018		S		42,220(1)(2)(3)	D	$11.2428(7)	252,106(1)(2)(4)	I	See Footnotes(1)(2)(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

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last) (First) (Middle)

10,000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LOVOI JOHN

(Last) (First) (Middle)

10,000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON TX 77024

(City) (State) (Zip)

Explanation of Responses:

1. John V. Lovoi ("Lovoi") is 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 (the "Partnership").

2. Because of their control over, and investment management relationship with, the Partnership, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnership; 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 Partnership in excess of their respective pecuniary interest in such securities.

3. Represents the Partnership's sale of shares of common stock.

4. Represents shares of common stock held by the Partnership.

5. Represents a weighted average sale price for the shares of common stock - the high price was $10.9500 and the low price was $10.9000. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Represents a weighted average sale price for the shares of common stock - the high price was $11.1750 and the low price was $11.0000. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Represents a weighted average sale price for the shares of common stock - the high price was $11.3000 and the low price was $11.2000. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ John V. Lovoi, Manager	09/25/2018
	/s/ John V. Lovoi	09/25/2018
	** Signature of Reporting Person	Date
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