1.
|
NAMES
OF REPORTING PERSONS
RAD2
Minerals, Ltd.
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
(b)
|
☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5.
|
Check
box if disclosure of legal proceedings is required
pursuant to item 2(
d
)
or 2(
e
)
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
4,837,385
shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000 shares of Series B Redeemable Convertible
Preferred Stock)
|
8.
|
SHARED
VOTING POWER
|
0
|
9.
|
SOLE
DISPOSITIVE POWER
|
4,837,385
shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000 shares of Series B Redeemable Convertible
Preferred Stock)
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,837,385 shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000
shares of Series B Redeemable Convertible Preferred Stock)
|
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)
22%
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
|
|
|
|
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
RAD2
Management, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
(b)
|
☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5.
|
Check
box if disclosure of legal proceedings is required
pursuant to item 2(
d
)
or 2(
e
)
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
4,837,385
shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000 shares of Series B Redeemable Convertible
Preferred Stock)
|
8.
|
SHARED
VOTING POWER
|
0
|
9.
|
SOLE
DISPOSITIVE POWER
|
4,837,385
shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000 shares of Series B Redeemable Convertible
Preferred Stock)
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,837,385 shares of Common Stock (includes 1,428,000 shares issuable upon conversion of 200,000
shares of Series B Redeemable Convertible Preferred Stock)
|
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)
22%
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Segundo
Resources, LLC
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
(b)
|
☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5.
|
Check
box if disclosure of legal proceedings is required
pursuant to item 2(
d
)
or 2(
e
)
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
414,120
shares of Common Stock (issuable upon conversion of 58,000 shares of Series B Redeemable Convertible Preferred Stock)
|
8.
|
SHARED
VOTING POWER
|
0
|
9.
|
SOLE
DISPOSITIVE POWER
|
414,120
shares of Common Stock (issuable upon conversion of 58,000 shares of Series B Redeemable Convertible Preferred Stock)
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
414,120 shares of Common Stock (issuable upon conversion of 58,000 shares of Series B Redeemable
Convertible Preferred Stock)
|
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)
2%
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
|
|
|
|
|
|
1.
|
NAMES
OF REPORTING PERSONS
Richard
N. Azar, II
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
|
☒
|
(b)
|
☐
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO
|
5.
|
Check
box if disclosure of legal proceedings is required
pursuant to item 2(
d
)
or 2(
e
)
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
6,011,972
shares of Common Stock (includes 2,602,587 issuable upon conversion of 364,508 shares of Series B Redeemable Convertible
Preferred Stock)
|
8.
|
SHARED
VOTING POWER
|
0
|
9.
|
SOLE
DISPOSITIVE POWER
|
6,011,972
shares of Common Stock (includes 2,602,587 issuable upon conversion of 364,508 shares of Series B Redeemable Convertible Preferred
Stock)
|
10.
|
SHARED
DISPOSITIVE POWER
|
0
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,011,972 shares of Common Stock (includes 2,602,587 issuable upon conversion of 364,508
shares of Series B Redeemable Convertible Preferred Stock)
|
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)
27%
|
14.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
|
|
|
|
|
|
Item
1. Security and Issuer.
This
Amendment No. 2 to Schedule 13D (“Amendment No. 2”) relates to the shares of common stock, par value $0.001 per share
(“Common Stock”), of Camber Energy, Inc., a Nevada corporation (the “Issuer”), and amends the Schedule
13D filed on September 8, 2016, as amended on November 14, 2016 (the “Schedule 13D”). The principal executive
offices of the Issuer are 450 Gears Road, Suite 860, Houston, Texas 77067.
This
Amendment No. 2 is being filed by RAD 2 Minerals, Ltd., a Texas limited partnership (“RAD2”), RAD2 Management, LLC,
a Texas limited liability company (“RAD2 LLC”), Segundo Resources, LLC, a Texas limited liability company (“Segundo”),
and Richard N. Azar, II (“Azar”). Each of the foregoing is referred to as a “Reporting Person” and collectively
as the “Reporting Persons.” Except as specifically provided herein, this Amendment No. 2 does not modify any of the
information previously reported in the Schedule 13D.
Item
2. Identity and Background.
All
information in Item 2 of the Schedule 13D remains the same.
Item
3. Source and Amount of Funds or Other Consideration.
Item
3 of the Schedule 13D is hereby amended by adding the following:
The
shares acquired by Azar since Amendment No. 1 was filed were acquired via private transaction and the shares disposed of by Azar
since Amendment No. 1 was filed were sold in a private sale.
Item
4. Purpose of the Transaction.
All
information in Item 4 of the Schedule 13D remains the same.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)
As of the close of business on January 4, 2017, the Reporting Persons beneficially own in aggregate 6,011,972 shares of Common
Stock (which includes 2,602,587 shares of Common Stock issuable upon conversion of 364,508 shares of Series B Preferred Stock)
representing 27% of the 22,097,927 shares of the Company’s issued and outstanding Common Stock on such date (when accounting
for the issuance of 2,602,587 shares of Common Stock upon the conversion of the 364,508 shares of Series B Preferred Stock).
As
of the close of business on January 4, 2017, RAD2 beneficially owns in aggregate 4,837,385 shares of Common Stock (which includes
1,428,000 shares of Common Stock issuable upon conversion of 200,000 shares of Series B Preferred Stock) representing 22% of the
22,097,927 shares of the Company’s issued and outstanding Common Stock on such date (when accounting for the issuance of
1,428,000 shares of Common Stock upon the conversion
of the 200,000 shares of Series B Preferred Stock). By virtue of their relationship with RAD2 discussed in further detail in Item
2, each of RAD2 LLC and Azar may be deemed to beneficially own the shares of Series B Preferred Stock and Common Stock beneficially
owned by RAD2.
As
of the close of business on January 4, 2017, Segundo beneficially owns in aggregate 414,120 shares of Common Stock (which shares
of Common Stock are issuable upon conversion of 58,000 shares of Series B Preferred Stock), representing 2% of the Company’s
22,097,927 shares of issued and outstanding Common Stock on such date (when accounting for the issuance of 414,120 shares of Common
Stock upon the conversion of the 58,000 shares of Series B Preferred Stock). By virtue of his relationship with Segundo discussed
in further detail in Item 2, Azar may be deemed to beneficially own the shares of Series B Preferred Stock beneficially owned
by Segundo.
A
total of 22,097,927 shares of Common Stock were outstanding as of January 4, 2017, when not factoring in any conversion of Series
B Preferred Stock.
(b)
Each of RAD2 LLC and Azar may be deemed to have shared power with RAD2, to vote and dispose of the securities reported in this
Schedule 13D beneficially owned by RAD2. Azar may be deemed to have shared power with Segundo, to vote and dispose of the securities
reported in this Schedule 13D beneficially owned by Segundo.
(c)
Except as noted herein, the Reporting Person has not engaged in any transaction involving the Common Stock during the past 60
days.
(d)
No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of
the securities beneficially owned by the Reporting Person.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
All
information in Item 6 of the Schedule 13D remains the same.
Item
7. Material to be Filed as Exhibits.
99.1
Joint
Filing Agreement by and among RAD2 Minerals, Ltd., RAD2 Management, LLC, Segundo Resources, LLC and Richard N. Azar II, dated
September 7, 2016 (incorporated by reference to Exhibit 99.1 to the Schedule 13D).
SIGNATURE
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.
Date: January
5, 2017
|
RAD2
Minerals, Ltd.
|
|
|
|
By: RAD2 Management, LLC, General Partner
|
|
|
|
|
/s/ Richard N. Azar, II
|
|
|
|
Richard
N. Azar, II
|
|
|
Manager
|
|
|
|
RAD2
Management, LLC
|
|
|
|
|
/s/ Richard N. Azar, II
|
|
|
|
Richard
N. Azar, II
|
|
|
Manager
|
|
|
|
Segundo
Resources, LLC
|
|
|
|
|
/s/ Richard N. Azar, II
|
|
|
|
Richard
N. Azar, II
|
|
|
Manager
|
|
|
|
|
|
|
/s/ Richard N. Azar, II
|
|
|
|
Richard
N. Azar, II
|
|
|