Dulin Robert Kenneth 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

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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^*

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)
04/01/2015

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
Promissory Note	$0.25	04/01/2015		P		1		04/01/2015(1)	09/30/2015	Common Stock	540,000	(2)	1	I	See footnote(3)
Warrants	$0.5	04/01/2015		P		135,000		04/01/2015	04/01/2018	Common Stock	135,000	(2)	135,000	I	See footnote(3)
Series A Convertible Preferred Stock	$1.15	06/09/2015		P		2,700		06/09/2015	06/08/2016	Common Stock	234,782	$100	2,700	I	See footnote(3)
Warrants	$1.4	06/09/2015		P		46,957		06/09/2015	06/09/2020	Common Stock	46,957	(4)	46,957	I	See footnote(3)
Series A Convertible Preferred Stock	$1.15	06/09/2015		P		1,667		06/09/2015	06/08/2016	Common Stock	144,927	$100	1,667	I	See footnote(5)
Warrants	$1.4	06/09/2015		P		28,985		06/09/2015	06/09/2020	Common Stock	28,985	(4)	28,985	I	See footnote(5)
Series A Convertible Preferred Stock	$1.15	06/09/2015		P		2,333		06/09/2015	06/08/2016	Common Stock	202,898	$100	2,333	I	See footnote(6)
Warrants	$1.4	06/09/2015		P		40,580		06/09/2015	06/09/2020	Common Stock	40,580	(4)	40,580	I	See footnote(6)
Warrants	$0.5	05/04/2015		P		125,000		05/04/2015	05/04/2018	Common Stock	125,000	(7)	125,000	I	See footnote(8)
Warrants	$2.31	07/01/2015		P		250,000		09/30/2015(9)	07/01/2018	Common Stock	250,000	(10)	250,000	I	See footnote(8)

Explanation of Responses:

1. Under the terms of the promissory note, the holder may not convert any portion of the note until such time that approval is obtained from the stockholders of the issuer authorizing the conversion rights thereunder.

2. Sawtooth (as defined below) lent the issuer $150,000 pursuant to a 12% convertible promissory note due September 30, 2015. In connection therewith, the issuer issued Sawtooth 150,000 warrants.

3. 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 securities. The other 10% pecuniary interest of Sawtooth is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.

4. As part of the sale of Series A Convertible Preferred Stock, the issuer provided each investor 20% warrant coverage.

5. This transaction was effected by Black Hills Properties, LLLP ("Black Hills"). Mr. Dulin is the Managing Partner of Black Hills and holds a 1/3 pecuniary interest in securities held by Black Hills. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.

6. This transaction was effected by Pine River Ranch, LLC ("Pine River"). Mr. Dulin is the Managing Member of Pine River and holds a 1/3 pecuniary interest in securities held by Pine River. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.

7. Pandora (as defined below) purchased a working interest in certain oil and gas properties of the issuer for a purchase price of $500,000. As part of the transaction, on May 4, 2015 the issuer's Board of Directors authorized issuing Pandora 250,000 warrants.

8. This transaction was effected by Pandora Energy, LP ("Pandora"). Mr. Dulin is the General Partner of Pandora and holds a 50% pecuniary interest in securities held by Pandora. The amount of securities reported in this transaction represents Mr. Dulin's 50% pecuniary interest in the securities. The other 50% pecuniary interest of Pandora is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.

9. Of the 500,000 warrants issued (see Note 10 below), 250,000 are exercisable on September 30, 2015 and the remaining 250,000 are exercisable on December 31, 2015.

10. As part of the final terms and conditions of Pandora's purchase of a working interest in certain oil and gas properties of the issuer, the issuer issued Pandora 500,000 warrants.

Remarks:

	/s/ Robert Kenneth Dulin	07/06/2015
	** Signature of Reporting Person	Date
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