Member of 10% owner group Batchelor Joshua Lane sold $3,440,960 worth of shares (1,704,606 units at $2.02) (SEC Form 4)
$USEG
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/18/2025(8) | S | 13,327 | D | $2.0467(2) | 135,586 | D(3) | |||
| Common Stock | 06/18/2025(8) | S | 455,385 | D | $2.0467(2) | 4,633,716(1) | D(4) | |||
| Common Stock | 06/18/2025(8) | S | 35,157 | D | $2.0467(2) | 357,744(1) | D(5) | |||
| Common Stock | 06/18/2025(8) | S | 51,293 | D | $2.0467(2) | 521,931(1) | D(6) | |||
| Common Stock | 06/20/2025(8) | S | 1,384 | D | $1.7954 | 134,202(1) | D(3) | |||
| Common Stock | 06/20/2025(8) | S | 47,513 | D | $1.7954 | 4,586,203(1) | D(4) | |||
| Common Stock | 06/20/2025(8) | S | 3,730 | D | $1.7954 | 354,014(1) | D(5) | |||
| Common Stock | 06/20/2025(8) | S | 5,339 | D | $1.7954 | 516,592(1) | D(6) | |||
| Common Stock | 06/23/2025(8) | S | 24,147 | D | $2.0162(7) | 110,055(1) | D(3) | |||
| Common Stock | 06/23/2025(8) | S | 886,178 | D | $2.0162(7) | 3,700,025(1) | D(4) | |||
| Common Stock | 06/23/2025(8) | S | 75,754 | D | $2.0162(7) | 278,260(1) | D(5) | |||
| Common Stock | 06/23/2025(8) | S | 105,399 | D | $2.0162(7) | 411,193(1) | D(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 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. These shares were sold in multiple transactions at prices ranging from $2.02 to $2.085, inclusive. The reporting person undertakes to provide to US Energy Corp, any security holder of US Energy Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4. |
| 3. Represents shares of shares of common stock, $0.01 par value per share of US Energy Corp (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. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $2.125, inclusive. The reporting person undertakes to provide to US Energy Corp, any security holder of US Energy Corp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (8) to this Form 4. |
| 8. This filing was delated due to delays in obtaining valid filing credentials from EDGAR Next. |
| 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 US Energy Corp (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. |
| /s/ Joshua L. Batchelor | 07/22/2025 | |
| /s/ Benjamin A. Stamets | 07/22/2025 | |
| /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC | 07/22/2025 | |
| /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC | 07/22/2025 | |
| /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC | 07/22/2025 | |
| /s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP | 07/22/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||