| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIKING ENERGY GROUP, INC. [ VKIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Series C Preferred Stock | 08/01/2023 | D(1) | 28,092 | D | (1) | 0(1) | D | |||
| Common Stock | 08/01/2023 | D(1) | 222,223 | D | (1) | 0(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Common Stock Warrants | $0.001 | 08/01/2023 | D(2) | 1,666,667 | 12/29/2017 | 12/29/2027 | Common Stock | 1,666,667 | (2) | 0(2) | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of and subject to certain exceptions set forth in the Agreement and Plan of Merger, dated as of February 15, 2021, as amended on April 18, 2023 (the "Merger Agreement"), between Viking Energy Group, Inc. (the "Company") and Camber Energy, Inc. ("Camber"), each share of common stock of the Company outstanding immediately prior to the effective time of the merger (the "Effective Time") was automatically converted into the right to receive one share of Camber common stock, and each share of Series C Preferred Stock of the Company outstanding immediately prior to the Effective Time was automatically converted into the right to receive one share of Camber Series A Convertible Preferred Stock. |
| 2. Pursuant to the terms of the Merger Agreement, each option or warrant to purchase shares of common stock of the Company outstanding immediately prior to the Effective Time, whether vested or unvested, became fully vested and was automatically converted into an option or warrant, as applicable, to purchase, on substantially the same terms and conditions as were applicable to such option or warrant immediately prior to the Effective Time, except that instead of being exercisable into Company common stock, such option or warrant is exercisable into Camber common stock and all references to the Company are references to Camber. |
| Remarks: |
| /s/ James A. Doris | 08/01/2023 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
