Ploeg Andrew P Vander Form 3 T-REX OIL / PLOEG ANDREW P VANDER ownership change

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^*

VANDER PLOEG ANDREW P

(Last) (First) (Middle)

19 FOXTAIL CIRCLE

(Street)

CHERRY HILLS VILLAGE CO 80113

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2015

3. Issuer Name and Ticker or Trading Symbol
T-REX OIL, INC. [ TRXO ]

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

X	Director	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	24,528	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
Series A Convertible Preferred Shares(1)	08/24/2016	(2)	Common Stock	0	0	D
Warrant	09/24/2015	09/24/2018	Common Stock	125,000	3	D
Stock Option Agreement	12/15/2015	12/15/2018	Common Stock	25,000	0.1	D

Explanation of Responses:

1. Series A Convertible Preferred Shares are convertible at conversion price that is equal to 80% of the 10-day average closing market price of T-Rex Oil, Inc.'s common stock, in nine months of the date of issuance.

2. No expiration date.

	/s/ Andrew P. Vander Ploeg	12/15/2015
	** 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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