Empire Petroleum (EP) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Energy Evolution Master Fund, Ltd.

(Last) (First) (Middle)

25025 I-45 NORTH, SUITE 420

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2021

3. Issuer Name and Ticker or Trading Symbol
EMPIRE PETROLEUM CORP [ EMPR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,950,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Secured Convertible Note Due December 31, 2021	05/14/2021	12/31/2021	Common Stock	5,200,000(1)	1.25(2)	D

Explanation of Responses:

1. Initially, 40% of the principal amount outstanding together with accrued interest thereon may be converted at a conversion price of $1.25 per share, or an aggregate of 5,200,000 shares of Common Stock (without giving effect to any interest that may be converted). Under certain conditions, the maximum number of shares into which the note may be converted increases to 8,125,000 shares of Common Stock (without giving effect to any interest that may be converted).

2. Initially, the conversion price of under the note is $1.25. The conversion price is subject to customary downward adjustments, including in the event the Company conducts capital raises at a valuation less than $1.25 per share of Common Stock. The conversion price can also be reduced by $0.25 under certain enumerated conditions.

	/s/ Sterling Mulacek	06/23/2021
	** 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 5 (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).
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