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 *

WATTS KENT 		2. Issuer Name and Ticker or Trading Symbol

HYDROCARB ENERGY CORP [ HECC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

3803 PINE BRANCH DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/10/2015
(Street)

PEARLAND, TX 77581
(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 Stock   6/10/2015     J (1) (2)    800000   (3) A   (1) (2) 3470088   D    
Common Stock   7/14/2015     J (3)    2237500   A   (3) 5710200   D    

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
Preferred Stock, Series A   $2.00   6/10/2015     J   (1)       8188    12/9/2013     (4) Common Stock   1637600     (1) 0   D    
Convertible Subordinated Promissory   $4.00   6/10/2015     J   (1) (2)    1   (1)      6/10/2015   6/10/2018   Series B Preferred Stock   (1) (2) 800000     (2) 1   (1) (2) D    

Explanation of Responses:
( 1)  On June 10, 2015, Mr. Watts exchanged all rights he had to 8,188 shares of Series A 7% Convertible Voting Preferred Stock (which were required to have a face value of $3,275,200) and accrued and unpaid dividends thereunder, totaling, $327,879, into 32 units, each consisting of (a) 25,000 shares of the restricted common stock of the Registrant; and (b) $100,000 in face amount of Convertible Subordinated Promissory Notes. Specifically, Mr. Watts received an aggregate of 800,000 shares of common stock and a Convertible Promissory Note with an aggregate principal amount of $3.2 million and a maturity date of June 10, 2018 (the "Note").
( 2)  Among other terms, all principal and accrued interest on the Note is convertible at the option of the holder into common stock of the Registrant at $4 per share. Additionally, at such time as the Registrant has filed a designation of Series B Convertible Preferred Stock with the Secretary of State of Nevada, the Note, and any and all accrued and unpaid interest thereon, automatically converts into shares of Series B Convertible Preferred Stock of the Registrant at a conversion price of $1,000 per share (with any remaining amount payable in cash at the time of conversion). The terms of the Note and Series B Convertible Preferred Stock are described in greater detail in the Form 8-K filed by the Registrant with the SEC on June 19, 2015.
( 3)  Pursuant to a settlement agreement entered into between Mr. Watts, Pasquale V. Scaturro, the Registrant's former Chief Executive Officer, and Mr. Watt's adult children, relating to certain disagreements which arose in connection with a private transaction not involving the Registrant, Mr. Scaturro agreed to transfer an aggregate of 2,327,500 shares of common stock to Mr. Watts.
( 4)  As part of the Stock Exchange Agreement whereby the Registrant acquired Hydrocarb Corporation, Mr. Watts received rights to 8,188 shares of Series A 7% Convertible Voting Preferred Stock which had a stated value of $400 per share and a conversion price of $2.00 per share. The conversion right did not expire.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WATTS KENT
3803 PINE BRANCH DRIVE
PEARLAND, TX 77581 		X X CEO

Signatures
Kent P. Watts 7/29/2015
** 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).
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