FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

YOUYOU MALIK
2. Issuer Name and Ticker or Trading Symbol

DEEP WELL OIL & GAS INC [ DWOG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

SADOVNICHESKEYA NAB 69
3. Date of Earliest Transaction (MM/DD/YYYY)

11/23/2012
(Street)

MOSCOW, 1Z 115035
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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. 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 Shares   11/23/2012     P    42857142   A $0.07   110733823   D   (1) (3)  

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
Warrants to Purchase   $0.105   11/23/2012     J   (1)    42857142   (1) (2)      11/23/2012   11/23/2015   Common Stock   42857142   $0   86164285   (4) D    

Explanation of Responses:
( 1)  Effective on November23, 2012, Malik Youyou closed a private placement with the Issuer for an aggregate of 42,857,142 units at a price of US$0.07 per unit, for total gross proceeds of US$3,000,000. Each unit is comprised of one common share ("Common Share") and one Common Share purchase warrant ("Whole Warrant"). Each Whole Warrant entitles the holder to purchase one additional Common Share at a price of US$0.105 per Common Share up to an additional 42,857,142 shares of the Issuer's common stock, for a period of three years from the date of closing. The exercise price of the Whole Warrants will be adjusted from time to time upon the occurrence of certain events, as provided in the warrants. (Continued in Footnote 2).
( 2)  The Whole Warrants expire on November 23, 2015.
( 3)  Mr. Youyou directly now owns 104,575,042 shares of common stock of the Issuer. Mr. Youyou also indirectly owns another 6,158,781 shares of common stock of the Issuer through Westline Enterprises Limited a company 100% owned by Mr. Youyou.
( 4)  Presently Mr. Youyou has exercisable warrants to acquire up to 71,428,570 shares of common stock of the Issuer. In addition, Mr. Youyou currently has options to purchase up to 450,000 shares of common stock (which is included in column 9 above) at an exercise price of $0.14 per common share of which 150,000 vested immediately upon grant and another 150,000 vested on March 23, 2012, the remaining 150,000 options will vest on March 23, 2013.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
YOUYOU MALIK
SADOVNICHESKEYA NAB 69
MOSCOW, 1Z 115035
X X


Signatures
/s/ Malik Youyou 11/23/2012
** 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.
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