Statement of Changes in Beneficial Ownership (4)
February 24 2017 - 4:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
JVL Advisors, L.L.C.
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2. Issuer Name
and
Ticker or Trading Symbol
EVOLUTION PETROLEUM CORP
[
EPM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
10000 MEMORIAL DRIVE, SUITE 550
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2017
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(Street)
HOUSTON, TX 77024
(City)
(State)
(Zip)
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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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/17/2017
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S
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10000
(1)
(2)
(3)
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D
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$9.0400
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1190879
(1)
(2)
(4)
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I
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See Footnotes
(1)
(2)
(4)
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Common Stock
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2/17/2017
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S
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2765
(1)
(2)
(5)
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D
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$9.0230
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196935
(1)
(2)
(6)
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I
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See Footnotes
(1)
(2)
(6)
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Common Stock
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2/17/2017
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S
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18232
(1)
(2)
(7)
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D
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$9.0230
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796268
(1)
(2)
(8)
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I
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See Footnotes
(1)
(2)
(8)
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Common Stock
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2/17/2017
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S
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4954
(1)
(2)
(9)
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D
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$9.0230
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170046
(1)
(2)
(10)
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I
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See Footnotes
(1)
(2)
(10)
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Common Stock
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2/21/2017
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S
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10000
(1)
(2)
(3)
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D
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$9.0400
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1180879
(1)
(2)
(4)
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I
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See Footnotes
(1)
(2)
(4)
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Common Stock
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2/21/2017
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S
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1296
(1)
(2)
(5)
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D
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$9.1761
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195639
(1)
(2)
(6)
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I
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See Footnotes
(1)
(2)
(6)
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Common Stock
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2/21/2017
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S
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7717
(1)
(2)
(7)
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D
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$9.1761
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788551
(1)
(2)
(8)
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I
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See Footnotes
(1)
(2)
(8)
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Common Stock
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2/21/2017
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S
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2024
(1)
(2)
(9)
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D
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$9.1761
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168022
(1)
(2)
(10)
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I
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See Footnotes
(1)
(2)
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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John V. Lovoi ("Lovoi") is (i) the sole member and manager of JVL Advisors, LLC ("JVL Advisors"), which is the ultimate controlling entity of Navitas Fund, LP, a Texas limited partnership ("Navitas"), Asklepios Energy Fund, LP, a Texas limited partnership ("Asklepios"), and Panakeia Energy Fund, LP, a Delaware limited partnership ("Panakeia", and with Navitas and Asklepios, the "Partnerships"), and (ii) a managing member of Peninsula-JVL Capital Advisors, LLC, which is the general partner of Belridge Energy Advisors, LP, a Delaware limited partnership ("Belridge").
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(
2)
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Because of their control over the Partnerships and Belridge, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnerships and Belridge; thus, each may also be deemed to be the beneficial owner of these securities. JVL Advisors and Lovoi disclaim any beneficial ownership of the reported securities beneficially owned by the Partnerships and Belridge, as applicable, in excess of their respective pecuniary interest in such securities.
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(
3)
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Represents Belridge's sale of shares of common stock.
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(
4)
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Represents shares of common stock held by Belridge.
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(
5)
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Represents Asklepios' sale of shares of common stock.
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(
6)
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Represents shares of common stock held by Asklepios.
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(
7)
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Represents Navitas' sale of shares of common stock.
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(
8)
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Represents shares of common stock held by Navitas.
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(
9)
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Represents Panakeia's sale of shares of common stock.
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(
10)
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Represents shares of common stock held by Panakeia.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JVL Advisors, L.L.C.
10000 MEMORIAL DRIVE
SUITE 550
HOUSTON, TX 77024
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X
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LOVOI JOHN
10000 MEMORIAL DRIVE
SUITE 550
HOUSTON, TX 77024
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X
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Signatures
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JVL ADVISORS, LLC, By: /s/ John V. Lovoi, Manager
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2/23/2017
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**
Signature of Reporting Person
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Date
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/s/ John V. Lovoi
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2/23/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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