| 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
Epsilon Energy Ltd. [ EPSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2025 | ||||||||||||||||||||||||||
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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 Shares | 11/14/2025 | A | 1,181,124 | A | (1) | 1,181,124 | I | See footnote(2) | ||
| Common Shares | 11/14/2025 | A | 2,656,705 | A | (1) | 2,656,705 | I | See footnote(3) | ||
| Common Shares | 11/14/2025 | A | 634,713(5) | A | (1) | 634,713 | I | See footnote(4) | ||
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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 | ||||||||
| Explanation of Responses: |
| 1. Pursuant to the Membership Interest Purchase Agreement dated August 11, 2025, among the Sellers party thereto, Peak Exploration & Production, LLC ("Peak E&P"), Epsilon Energy USA, Inc., Epsilon Energy Ltd., and Yorktown Energy Partners XI, L.P. (as Sellers' Representative), and the Membership Interest Purchase Agreement dated August 11, 2025, among Yorktown Energy Partners XI L.P., Peak BLM Lease LLC ("Peak BLM"), Epsilon Energy USA, Inc., and Epsilon Energy Ltd., the existing owners of Peak E&P and Peak BLM received, as consideration, the Issuer's Common Shares, with such Common Shares allocated among the existing owners pro rata based on their relative ownership of Peak E&P and Peak BLM. |
| 2. These securities are owned directly by Yorktown Energy Partners IX, L.P. ("Yorktown IX"). The reporting person is a managing member of Yorktown IX Associates LLC, the general partner of Yorktown IX Company LP, the general partner of Yorktown IX. |
| 3. These securities are owned directly by Yorktown Energy Partners X, L.P. ("Yorktown X"). The reporting person is a managing member of Yorktown X Associates LLC, the general partner of Yorktown X Company LP, the general partner of Yorktown X. |
| 4. These securities are owned directly by Yorktown Energy Partners XI, L.P. ("Yorktown XI"). The reporting person is a managing member of Yorktown XI Associates LLC, the general partner of Yorktown XI Company LP, the general partner of Yorktown XI. |
| 5. The Membership Interest Purchase Agreement with Peak BLM also provides that Yorktown XI will receive 2,500,000 of Issuer's Common Shares (subject to adjustment) when certain conditions have been satisfied following the closing date. Yorktown XI's right to receive additional shares became fixed and irrevocable on November 14, 2025. |
| /s/ Bryan H. Lawrence | 11/18/2025 | |
| ** 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. | ||