SEC Form 4 · accession 0000899243-17-010059
TORCHLIGHT ENERGY RESOURCES INC · TRCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Greg McCabe
Director · 10% Owner
Period of report
Jan 30, 2017
Accepted (ET)
Apr 12, 2017 · 3:34 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 StockF1 | Jan 30, 2017 | A | 3,301,739 | — | A | 10,264,335 | D | |
| Common StockF2 | holding | — | — | — | 797,099 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F4 | $1.40 | Jan 30, 2017 | D | 521,739 | D | Jun 19, 2015 | Jun 9, 2020 | Common Stock | 521,739 | 0 | I |
| WarrantsF5,F6 | $1.00 | Jan 30, 2017 | D | 1,500,000 | D | Apr 4, 2016 | Apr 4, 2021 | Common Stock | 1,500,000 | 0 | I |
Explanation of responses
- F1Securities were issued to the reporting person as consideration for the cancellation of the reporting person's membership interests in Line Drive Energy, LLC as a result of a merger of Torchlight Acquisition Corporation, a wholly owned subsidiary of the issuer, with and into Line Drive Energy, LLC.
- F2Securities owned of record by G Mc Exploration, LLC, in which the reporting person owns 50% of the outstanding membership interests.
- F3Reporting person received 3,301,739 shares of Common Stock as consideration for the cancellation of his membership interests in Line Drive Energy, LLC and the accompanying disposition of his indirect beneficial ownership of the warrants held by Line Drive Energy, LLC pursuant to the merger described in (1) above.
- F4The reporting person assigned these warrants to Line Drive Energy, LLC prior to the transaction described in in (1) above; at the time of assignment, the reporting person was the sole owner of Line Drive Energy, LLC.
- F5Wolfbone Investments, LLC arranged for the cancellation of the warrants as part of the consideration paid for the purchase of certain oil and gas interests by Torchlight Energy, Inc., a wholly owned subsidiary of the issuer; the reporting person is the sole owner of both Wolfbone Investments, LLC and McCabe Petroleum Corporation.
- F6Securities owned of record by McCabe Petroleum Corporation, of which the reporting person is the sole owner.