03/04/2026 | Press release | Distributed by Public on 03/04/2026 18:17
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Batchelor Joshua Lane 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
X | Member of 10% owner group | ||
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Sage Road Capital, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
X | Member of 10% owner group | ||
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Banner Oil & Gas, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
Member of 10% owner group | |||
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Woodford Petroleum, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
Member of 10% owner group | |||
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Stamets Benjamin Andrew 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
X | Member of 10% owner group | ||
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Sage Road Energy II, LP 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
Member of 10% owner group | |||
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SRC Management Company, LP 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 |
Member of 10% owner group | |||
| /s/ Joshua L. Batchelor | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Benjamin A. Stamets | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP | 03/04/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, SRC Management Company LP | 03/04/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (4), (5) and (6). |
| (2) | The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide to US Energy Corp (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. |
| (3) | Represents shares of shares of common stock, $0.01 par value per share of the Issuer (the "Common Stock"), held by SRC Management Company, LP ("SRC"). The shares held by SRC may be deemed to be beneficially owned by Sage Road Capital, LLC ("Sage Road"), which indirectly controls SRC, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (4) | Represents shares of the Common Stock held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road, which indirectly controls Banner and manages certain funds which own a majority interest of Banner, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (5) | Represents shares of the Common Stock held by Woodford Petroleum, LLC ("Woodford"). The shares held by Woodford may be deemed to be beneficially owned by Sage Road, which indirectly controls Woodford and manages certain funds which own a majority interest of Woodford, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
| (6) | Represents shares of the Common Stock held by Sage Road Energy II, LP ("Sage Road Energy"). The shares held by Sage Road Energy may be deemed to be beneficially owned by Sage Road, which indirectly controls Sage Road Energy and manages certain funds which own a majority interest of Sage Road Energy, and by Mr. Batchelor and Mr. Stamets, due to their status as co-Managing Partners of Sage Road. Mr. Batchelor and Mr. Stamets disclaim beneficial ownership of the securities reported herein except to the extent of each of their pecuniary interest therein. |
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Remarks: By virtue of being party to an Amendment and Restated Nominating and Voting Agreement, dated as of September 16, 2022 (the "Voting Agreement"), Banner, Woodford, and Sage Road and Mr. Batchelor and Mr. Stamets, due to their control of such entities, may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the securities reported herein with the other parties who are bound by the Voting Agreement and their control persons, which such "group" beneficially owns, in the aggregate, more than 10% of the outstanding shares of common stock of the Issuer. In addition to Banner and Woodford, the parties to the Voting Agreement are Llano Energy LLC, which is indirectly controlled by Sage Road, but which holds no shares of the Issuer's common stock; the Issuer; Lubbock Energy Partners LLC; Synergy Offshore LLC; Banner Oil & Gas, LLC; King Oil & Gas Company, Inc.; WDM Family Partnership, LP; and Katla Energy Holdings LLC. Separately, the control persons of the other parties to the Voting Agreement may also be part of the Section 13(d) "group". The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons). For a description of the Voting Agreement, see the Current Report on Form 8-K filed by the Issuer with the United States Securities and Exchange Commission on September 16, 2022. |
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