LOGL Legend Oil and Gas Ltd (CE)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

 

Legend oil and gas, ltd.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities) 

 

52490C101

(CUSIP Number)

 

Sean M. McAvoy

c/o Hillair Capital Management LLC

345 Lorton Ave, Suite 303

Burlingame, California 94010

United States of America

Tel. No.: (415) 306-6945

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

July 6, 2016

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“ Act ”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

1	NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Hillair Capital Investments L.P. ID # 90-0809696
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   None.
		8	SHARED VOTING POWER   1,051,961,886 (1)
		9	SOLE DISPOSITIVE POWER   None.
		10	SHARED DISPOSITIVE POWER   1,040,961,886 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,051,961,886 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.68%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

 

 

1	NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Hillair Capital Management LLC ID # 27-2577240
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   None
		8	SHARED VOTING POWER   1,051,961,886 (1)
		9	SOLE DISPOSITIVE POWER   None
		10	SHARED DISPOSITIVE POWER   1,051,961,886 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,051,961,886 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.68%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

 

1	NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON   Sean M. McAvoy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)   ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   None.
		8	SHARED VOTING POWER   1,051,961,886 (1)
		9	SOLE DISPOSITIVE POWER   None.
		10	SHARED DISPOSITIVE POWER   1,051,961,886 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,051,961,886 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   75.68%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

 

(1)

Based on (i) 942,083,273 shares of Common Stock of the Issuer issued and outstanding, as stated by the Issuer in its most recently filed Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2016, (ii) 321,456,675 shares of Common Stock issuable upon conversion of the Company’s Series B Convertible Preferred Stock beneficially owned by the Reporting Persons (as defined below in Item 5), (iii) 47,980,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on January 29, 2016 and beneficially owned by the Reporting Persons, (iv) 13,692,933 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on March 25, 2016 and beneficially owned by the Reporting Persons, (v) 38,340,200 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on April 7, 2016 and beneficially owned by the Reporting Persons, (vi) 15,336,080 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on May 27, 2016, and (vii) 11,000,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on July 6, 2016, and beneficially owned by the Reporting Persons, for an aggregate of 1,389,889,161 shares of Common Stock.

 

 

Item 1. Security and Issuer

 

This Amendment No. 2 (this “ Amendment ”) to the statement on Schedule 13D filed with the Securities and Exchange Commission on May 11, 2015 (the “ Original Statement ”), as amended and supplemented through the date of this Amendment No. 2, relates to the shares of common stock, $0.001 par value per share (the “ Common Stock ”), of Legend Oil and Gas, Ltd., a Colorado corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 555 North Point Center East, Suite 410, Alpharetta, Georgia 30022. Information contained in the Original Statement remains effective except to the extent that it is amended, restated, supplemented or superseded by information contained in this Amendment.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Original Statement is hereby amended and supplemented by adding the following information

 

(a)

As of the date hereof, each of the Reporting Persons (as defined below) may be deemed to be the beneficial owner of 1,051,961,886 (1) Shares, constituting 75.68% of the outstanding shares of Common Stock of the Issuer, based on 1,389,889,161 (2) issued and outstanding shares of Common Stock as of July 6, 2016.

 

(b)

Each of the Reporting Persons (i) has the sole power to vote or direct the vote of no Shares; (ii) has the shared power to vote or direct the vote of 1,051,961,886Shares; (iii) has the sole power to dispose or direct the disposition of no Shares; and (iv) has the shared power to dispose or direct the disposition of 1,051,961,886 Shares.

 

Hillair Capital Management LLC (“ Hillair Management ”) is the investment advisor to Hillair Capital Investments L.P., a Cayman Islands limited partnership (“ Hillair Investments ”). By virtue of such relationship, Hillair Management may be deemed to have dispositive power over the shares owned by Hillair Investments. Hillair Management disclaims beneficial ownership of such shares.

 

As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended, Hillair Capital, Hillair Management, and Sean McAvoy (“ McAvoy ” and, collectively with Hillair Investments and Hillair Management, the “ Reporting Persons ” and, each, a “ Reporting Person ”) each beneficially own 1,051,961,886 Shares of the Issuer, representing approximately 75.68% of the Shares. Hillair Management, and McAvoy do not directly own any Shares, but each indirectly owns 1,051,961,886 shares of Common Stock. Hillair Management indirectly owns 1,051,961,886 Shares because it serves as the investment manager of Hillair Investments, which directly holds 1,051,961,886 Shares. McAvoy indirectly owns 1,051,961,886 Shares in his capacity as manager of Hillair Management.

 

(c)

On July 6, 2016, the Reporting Persons have acquired the 11,000,000 Shares through the purchase of Original Issue Discount Senior Convertible Debentures (the “ July Debentures ”) with a principal amount of $330,000.00, convertible into 11,000,000 Shares in a private placement on July 6, 2016. No additional consideration will be paid upon the conversion of the July Debentures.

 

(1)

Includes 604,155,998 shares of Common Stock beneficially owned by the Reporting Persons, (ii) 321,456,675 shares of Common Stock issuable upon conversion of the Company’s Series B Convertible Preferred Stock beneficially owned by the Reporting Persons, (iii) 47,980,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on January 29, 2016 and beneficially owned by the Reporting Persons, (iv) 13,692,933 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on March 25, 2016 and beneficially owned by the Reporting Persons, (v) 38,340,200 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on April 7, 2016 and beneficially owned by the Reporting Persons, (vi) 15,336,080 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on May 27, 2016 and beneficially owned by the Reporting Persons, and (vii) 11,000,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on July 6, 2016 and beneficially owned by the Reporting Persons

 

(2)

Includes 942,083,273 shares of Common Stock of the Issuer issued and outstanding, as stated by the Issuer in its most recently filed Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 23, 2016, (ii) 321,456,675 shares of Common Stock issuable upon conversion of the Company’s Series B Convertible Preferred Stock beneficially owned by the Reporting Persons, (iii) 47,980,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on January 29, 2016 and beneficially owned by the Reporting Persons, (iv) 13,692,933 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on March 25, 2016 and beneficially owned by the Reporting Persons, (v) 38,340,200 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on April 7, 2016 and beneficially owned by the Reporting Persons, (vi) 15,336,080 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on May 27, 2016 and beneficially owned by the Reporting Persons; and (vii) 11,000,000 shares of Common Stock issuable upon conversion of the Company’s Original Issue Discount Senior Convertible Debenture issued on July 6, 2016 and beneficially owned by the Reporting Persons.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1 (which is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k) under the Act.

 

Item 7. Material to Be Filed as Exhibits

 

Exhibit 99.1 Joint Filing Agreement, dated July 6, 2016, among Hillair Investments, Hillair Management and Sean McAvoy.

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	July 6, 2016
	(Date)
	Hillair Capital Investments L.P.
	By:	/s/ Sean M. McAvoy
		Name:  Sean M. McAvoy
		Title:    Authorized Signatory
	Hillair Capital Management LLC*
	By:	/s/ Sean M. McAvoy
		Name:  Sean M. McAvoy
		Title:    Authorized Signatory
	/s/ Sean M. McAvoy
	Sean M. McAvoy*

 

*This Reporting Person disclaims beneficial ownership over the securities reported herein except to the extent of its pecuniary interest therein.