SEC Form 4 · accession 0001140361-15-026823

TORCHLIGHT ENERGY RESOURCES INC · TRCH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Robert Kenneth Dulin

10% Owner

Period of report

Apr 1, 2015

Accepted (ET)

Jul 6, 2015 · 7:12 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001431959

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Promissory Note^F2,F3,F1	$0.25	Apr 1, 2015	P	1	A	Apr 1, 2015	Sep 30, 2015	Common Stock	540,000	1	I
Warrants^F2,F3	$0.50	Apr 1, 2015	P	135,000	A	Apr 1, 2015	Apr 1, 2018	Common Stock	135,000	135,000	I
Series A Convertible Preferred Stock^F3	$1.15	Jun 9, 2015	P	2,700	A	Jun 9, 2015	Jun 8, 2016	Common Stock	234,782	2,700	I
Warrants^F4,F3	$1.40	Jun 9, 2015	P	46,957	A	Jun 9, 2015	Jun 9, 2020	Common Stock	46,957	46,957	I
Series A Convertible Preferred Stock^F5	$1.15	Jun 9, 2015	P	1,667	A	Jun 9, 2015	Jun 8, 2016	Common Stock	144,927	1,667	I
Warrants^F4,F5	$1.40	Jun 9, 2015	P	28,985	A	Jun 9, 2015	Jun 9, 2020	Common Stock	28,985	28,985	I
Series A Convertible Preferred Stock^F6	$1.15	Jun 9, 2015	P	2,333	A	Jun 9, 2015	Jun 8, 2016	Common Stock	202,898	2,333	I
Warrants^F4,F6	$1.40	Jun 9, 2015	P	40,580	A	Jun 9, 2015	Jun 9, 2020	Common Stock	40,580	40,580	I
Warrants^F7,F8	$0.50	May 4, 2015	P	125,000	A	May 4, 2015	May 4, 2018	Common Stock	125,000	125,000	I
Warrants^F10,F8,F9	$2.31	Jul 1, 2015	P	250,000	A	Sep 30, 2015	Jul 1, 2018	Common Stock	250,000	250,000	I

Explanation of responses

F1Under the terms of the promissory note, the holder may not convert any portion of the note until such time that approval is obtained from the stockholders of the issuer authorizing the conversion rights thereunder.
F10As part of the final terms and conditions of Pandora's purchase of a working interest in certain oil and gas properties of the issuer, the issuer issued Pandora 500,000 warrants.
F2Sawtooth (as defined below) lent the issuer $150,000 pursuant to a 12% convertible promissory note due September 30, 2015. In connection therewith, the issuer issued Sawtooth 150,000 warrants.
F3This transaction was effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% pecuniary interest in securities held by Sawtooth. The amount of securities reported in this transaction represents Mr. Dulin's 90% pecuniary interest in the securities. The other 10% pecuniary interest of Sawtooth is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.
F4As part of the sale of Series A Convertible Preferred Stock, the issuer provided each investor 20% warrant coverage.
F5This transaction was effected by Black Hills Properties, LLLP ("Black Hills"). Mr. Dulin is the Managing Partner of Black Hills and holds a 1/3 pecuniary interest in securities held by Black Hills. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.
F6This transaction was effected by Pine River Ranch, LLC ("Pine River"). Mr. Dulin is the Managing Member of Pine River and holds a 1/3 pecuniary interest in securities held by Pine River. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.
F7Pandora (as defined below) purchased a working interest in certain oil and gas properties of the issuer for a purchase price of $500,000. As part of the transaction, on May 4, 2015 the issuer's Board of Directors authorized issuing Pandora 250,000 warrants.
F8This transaction was effected by Pandora Energy, LP ("Pandora"). Mr. Dulin is the General Partner of Pandora and holds a 50% pecuniary interest in securities held by Pandora. The amount of securities reported in this transaction represents Mr. Dulin's 50% pecuniary interest in the securities. The other 50% pecuniary interest of Pandora is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.
F9Of the 500,000 warrants issued (see Note 10 below), 250,000 are exercisable on September 30, 2015 and the remaining 250,000 are exercisable on December 31, 2015.