SEC Form 4 · accession 0001628280-18-004363

VICTORY ENERGY CORP · VYEY

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

Reporting owner

Ronald Zamber

Director · 10% Owner

Period of report

Apr 13, 2018

Accepted (ET)

Apr 17, 2018 · 6:45 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000700764

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Apr 13, 2018	J	1,880,267	—	A	2,519,025	I	See footnote
Common Stock^F3	holding	—	—		—	4,382,872	I	See footnote
Common Stock^F4	holding	—	—		—	2,787	I	See footnote
Common Stock^F5	holding	—	—		—	64,951	I	See footnote
Common Stock	holding	—	—		—	286,561	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Warrants^F1,F2	$0.75	Apr 13, 2018	J	1,880,267	A	Apr 13, 2018	Apr 13, 2023	Common Stock	1,880,267	1,880,267	I

Explanation of responses

F1Pursuant to a settlement agreement, dated April 10, 2018, between the Issuer and Visionary Private Equity Group I, LP ("VPEG"), and in consideration and full satisfaction of outstanding indebtedness in the amount of $1,410,200 owed by the Issuer to VPEG under certain loan documents, the Issuer agreed to issue to VPEG 1,880,267 shares of common stock and a warrants to purchase 1,880,267 shares of common stock at an exercise price of $0.75 per share; provided that if the actual price per share in a proposed $5 million private placement of the Issuer's common stock is less than $0.75, the number of shares will be adjusted upward proportionately, and the exercise price of the warrants will be reduced, accordingly.
F2The securities reported herein are held directly by VPEG. The Reporting Person is the Senior Managing Director of Visionary PE GP I, LLC, is the General Partner of VPEG, and has voting and investment power over the securities held by it. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F3The securities reported herein are held directly by Navitus Energy Group. The Reporting Person is the Managing Member of James Capital Consulting, LLC, the Managing Partner of Navitus Energy Group, and has voting and investment power over the securities held by it. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F4The securities reported herein are held directly by James Capital Consulting, LLC. The Reporting Person is the Managing Member of James Capital Consulting, LLC, and has voting and investment power over the securities held by it. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
F5The securities reported herein are held directly by Visionary Investments, LLC. The Reporting Person is the Sole Member of Visionary Investments, LLC, and has voting and investment power over the securities held by it. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.