SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Batchelor Joshua Lane

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/19/2024		A		60,000⁽¹⁾⁽²⁾	A	$0⁽³⁾	108,913	D⁽⁴⁾
Common Stock								5,668,121⁽²⁾	D⁽⁵⁾
Common Stock								434,130⁽²⁾	D⁽⁶⁾
Common Stock								688,273⁽²⁾	D⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Batchelor Joshua Lane

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of 10% owner group

1. Name and Address of Reporting Person^*

Sage Road Capital, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Banner Oil & Gas, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Woodford Petroleum, LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Llano Energy LLC

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

1. Name and Address of Reporting Person^*

Stamets Benjamin Andrew

(Last)

(First)

(Middle)

2121 SAGE ROAD

SUITE 325

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Member of 10% owner group

Explanation of Responses:

1. Represents restricted stock shares subject to time-based vesting, which vest at the rate of 50% on June 2, 2024 and 50% on January 2, 2025, subject to the recipient's continued service to the Issuer.

2. Excludes shares of common stock relating to the voting group included under "Remarks", except as described in footnotes (5), (6) and (7).

3. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as a member of the Board of Directors of the Issuer.

4. Represents shares of shares of common stock, $0.01 par value per share of the Issuer, held by Mr. Joshua L. Batchelor.

5. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Banner Oil & Gas, LLC ("Banner"). The shares held by Banner may be deemed to be beneficially owned by Sage Road Capital, LLC ("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.

6. Represents shares of common stock, $0.01 par value per share of the Issuer, 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.

7. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Llano Energy LLC ("Llano"). The shares held by Llano may be deemed to be beneficially owned by Sage Road, which indirectly controls Llano and manages certain funds which own a majority interest of Llano, 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.

Remarks:

By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022 (the "Voting Agreement"), Banner, Woodford and Llano, 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, Woodford and Llano, the parties to the Voting Agreement are the Issuer, Lubbock Energy Partners LLC; and Synergy Offshore 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 January 10, 2022.

	/s/ Joshua L. Batchelor	03/20/2024
	/s/ Benjamin A. Stamets	03/20/2024
	/s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC	03/20/2024
	/s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC	03/20/2024
	/s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC	03/20/2024
	/s/ Joshua L. Batchelor, Manager of Llano Energy LLC	03/20/2024
	** 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.

Batchelor Joshua Lane was granted 60,000 shares (SEC Form 4)