SEC Form 4 · accession 0000897423-15-000033
TORCHLIGHT ENERGY RESOURCES INC · TRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Period of report
May 28, 2015
Accepted (ET)
Jun 11, 2015 · 5:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001431959
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | May 28, 2015 | X | 631,250 | $0.36 | A | 4,300,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F1 | $0.36 | May 28, 2015 | X | 631,250 | D | Mar 30, 2015 | — | Common Stock | 631,250 | 0 | D |
| Series A Convertible Preferred StockF4,F2,F3 | $1.15 | Jun 9, 2015 | P | 30,000 | A | Jun 9, 2015 | — | Common Stock | 2,608,695 | 643,695 | D |
| Series A Convertible Preferred StockF4,F5,F2,F3 | $1.15 | Jun 9, 2015 | P | 5,000 | A | Jun 9, 2015 | — | Common Stock | 434,782 | 643,695 | I |
| WarrantsF6,F4 | $1.40 | Jun 9, 2015 | P | 521,739 | A | Jun 9, 2015 | Jun 9, 2020 | Common Stock | 521,739 | 643,695 | D |
| WarrantsF6,F4,F5 | $1.40 | Jun 9, 2015 | P | 86,956 | A | Jun 9, 2015 | Jun 9, 2020 | Common Stock | 86,956 | 643,695 | I |
Explanation of responses
- F1The options would have expired 30 days following receipt by the Reporting Person of information from the Issuer with respect to certain well(s) to be drilled by the Issuer, as described in the Schedule 13D Statement dated May 27, 2015 filed by the Reporting Person with respect to the common stock of the Issuer.
- F2The Series A preferred stock is convertible into shares of common stock in an amount determined by multiplying the number of shares of preferred stock being converted by the preferred stock's stated value of $100 and dividing the product by a conversion price of $1.15.
- F3The Series A preferred stock may be converted into common stock at any time and will in any case be converted into common stock on June 9, 2016; provided that the Series A preferred stock shall not be converted into common stock to the extent such conversion would cause the holder to have beneficial ownership of more than 20% of the issuer's outstanding shares of common stock unless such conversion has been approved by the issuer's stockholders.
- F4Includes 30,000 shares of Series A preferred stock and warrants with respect to 521,739 shares of common stock owned of record by the reporting person and 5,000 shares of Series A preferred stock and warrants with respect to 86,956 shares of common stock owned of record by G Mc Exploration, LLC.
- F5Securities owned of record by G Mc Exploration, LLC, in which the reporting person owns 50% of the outstanding membership interests.
- F6Warrants issued in connection with the investment in issuer in which the Series A preferred stock was issued.