APEG Energy II Form 4 US ENERGY / Patrick E. Duke 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^*

Duke Patrick E.

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2021

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	01/19/2021		J(1)		581,927(1)	D	$0	0	I	See Footnote(2)(3)
Common Stock								0	D(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^*

Duke Patrick E.

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angelus Private Equity Group, LLC

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APEG Energy II GP, LLC

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Duke Capital Services, LLC

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Angelus Capital, LLC

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

APEG Energy II, LP

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Haarman Paul W.

(Last) (First) (Middle)

2808 FLINTROCK TRACE SUITE 373

(Street)

AUSTIN TX 78738

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution, and not a purchase or sale, of the Issuer's shares, by APEG II LP (defined in Footnote 2), to its partners without consideration.

2. APEG Energy II, LP ("APEG II LP") directly owned 581,927 shares of Common Stock, par value $0.01 per share (the "Shares"), of U.S. Energy Corp. APEG Energy II GP, LLC ("APEG II GP") as general partner and investment advisor of APEG II LP may be deemed the beneficial owner of the 581,927 Shares directly owned by APEG II LP. Angelus Capital, LLC ("Angelus Capital") as the sole member of APEG II GP may be deemed to beneficially own the 581,927 Shares beneficially owned by APEG II GP.

3. Angelus Private Equity Group, LLC ("Angelus Group") as the sole member of Angelus Capital may be deemed to beneficially own the 581,927 Shares beneficially owned by Angelus Capital. Paul W. Haarman as a managing member of Angelus Group may be deemed to beneficially own the 581,927 Shares beneficially owned by Angelus Group. Patrick E. Duke as sole member of Duke may be deemed to beneficially own 581,927 Shares beneficially owned by Duke. Each Reporting Person disclaims beneficial ownership of securities reported herein except to the extent of its/his pecuniary interest therein.

4. After the pro-rata in-kind distribution (see footnote 1), none of the Reporting Persons, including Mr. Patrick E. Duke, who is a member of the Board of Directors of the Issuer, hold any ownership interest in the Issuer.

	/s/ Patrick E. Duke	01/21/2021
	/s/ Patrick E. Duke, Sole Member of Duke Capital Services, LLC, as managing member of Angelus Private Equity Group, LLC, as sole member of Angelus Capital, LLC, as sole member of APEG Energy II GP, LLC, as general partner of APEG Energy II, LP	01/21/2021
	/s/ Patrick E. Duke, Sole Member of Duke Capital Services, LLC, as managing member of Angelus Private Equity Group, LLC, as sole member of Angelus Capital, LLC	01/21/2021
	/s/ Patrick E. Duke, Sole Member of Duke Capital Services, LLC	01/21/2021
	/s/ Patrick E. Duke, Sole Member of Duke Capital Services, LLC, as managing member of Angelus Private Equity Group, LLC, as sole member of Angelus Capital, LLC, as sole member of APEG Energy II GP, LLC	01/21/2021
	/s/ Patrick E. Duke, Sole Member of Duke Capital Services, LLC, as managing member of Angelus Private Equity Group, LLC	01/21/2021
	/s/ Paul W. Haarman	01/21/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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