FORM 4
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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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Batchelor Joshua Lane | 2. Issuer Name and Ticker or Trading Symbol US ENERGY CORP [ USEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) Member of 10% owner group |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 10/23/2025 | S | 4,655 | D | $1.2594 (2) | 105,400 | D (3) | |||
| Common Stock | 10/23/2025 | S | 159,387 | D | $1.2594 (2) | 3,540,638 (1) | D (4) | |||
| Common Stock | 10/23/2025 | S | 12,215 | D | $1.2594 (2) | 266,045 (1) | D (5) | |||
| Common Stock | 10/23/2025 | S | 17,645 | D | $1.2594 (2) | 393,548 (1) | D (6) | |||
| Common Stock | 10/24/2025 | S | 5,313 | D | $1.2538 (7) | 100,087 (1) | D (3) | |||
| Common Stock | 10/24/2025 | S | 145,197 | D | $1.2538 (7) | 3,395,441 (1) | D (4) | |||
| Common Stock | 10/24/2025 | S | 10,624 | D | $1.2538 (7) | 255,421 (1) | D (5) | |||
| Common Stock | 10/24/2025 | S | 15,936 | D | $1.2538 (7) | 377,612 (1) | D (6) | |||
| Common Stock | 10/27/2025 | S | 5,024 | D | $1.2504 (8) | 95,063 (1) | D (3) | |||
| Common Stock | 10/27/2025 | S | 137,299 | D | $1.2504 (8) | 3,258,142 (1) | D (4) | |||
| Common Stock | 10/27/2025 | S | 10,046 | D | $1.2504 (8) | 245,375 (1) | D (5) | |||
| Common Stock | 10/27/2025 | S | 15,069 | D | $1.2504 (8) | 362,543 (1) | D (6) | |||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| 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. |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Batchelor Joshua Lane 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | X | Member of 10% owner group | |||
| Sage Road Capital, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | X | Member of 10% owner group | |||
| Banner Oil & Gas, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | X | Member of 10% owner group | |||
| Woodford Petroleum, LLC 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | Member of 10% owner group | ||||
| Stamets Benjamin Andrew 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | X | Member of 10% owner group | |||
| Sage Road Energy II, LP 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | Member of 10% owner group | ||||
| SRC Management Company, LP 2121 SAGE ROAD SUITE 325 HOUSTON, TX 77056 | Member of 10% owner group | ||||
| Signatures | ||
| /s/ Joshua L. Batchelor | 10/27/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Benjamin A. Stamets | 10/27/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Managing Partner of Sage Road Capital, LLC | 10/27/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Banner Oil & Gas, LLC | 10/27/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Woodford Petroleum, LLC | 10/27/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Joshua L. Batchelor, Manager of Sage Road Energy II, LP | 10/27/2025 | |
| **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 control number. | |