YUMA Yuma Energy Inc New

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2016, by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (“RMCP LLC”), (ii) RMCP PIV DPC, L.P., a Delaware limited partnership (“DPC PIV”), (iii) RMCP PIV DPC II, L.P., a Delaware limited partnership (“DPC PIV II” and, together with DPC PIV, the “DPC Funds”), (iv) RMCP DPC LLC, a Delaware limited liability company (“DPC LLC”), (v) RMCP DPC II LLC, a Delaware limited liability company (“DPC II LLC”), (vi) RMCP GP LLC, a Delaware limited liability company (“RMCP GP”), (vii) Red Mountain Capital Management, Inc., a Delaware corporation (“RMCM”), and (viii) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.001 per share (“Common Stock”), of Yuma Energy, Inc., a Delaware corporation (“Yuma”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 1) shall not be construed to be an admission by the Reporting Persons (as defined below) that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

The DPC Funds, DPC LLC, DPC II LLC, RMCP GP and RMCP LLC are sometimes collectively referred to herein as “Red Mountain.” Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the “Reporting Persons.”

Item 3 of this Schedule 13D is hereby amended to include the following information:

Between December 14, 2016 and December 23, 2016, RMCP LLC acquired 78,000 shares of Common Stock on the open market for an aggregate purchase price (excluding trading commissions and related administrative costs) of $279,281. The source of funds used by RMCP LLC to purchase such shares was working capital of RMCP LLC.

On December 31, 2016, Yuma issued 22,400 shares of Series D Preferred Stock (as defined herein) to DPC PIV II as a payment-in-kind dividend.

Item 4 of this Schedule 13D is hereby amended to include the following information:

The information set forth in Item 6 below is hereby incorporated by reference in response to this Item 4.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

Because DPC LLC may be deemed to control DPC PIV, DPC LLC may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by DPC PIV. As a result, DPC LLC may be deemed to beneficially own, in the aggregate, 2,525,052 shares of Common Stock, representing approximately 20.7% of the outstanding Common Stock.

Because RMCP GP may be deemed to control DPC LLC, RMCP GP may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by DPC LLC. As a result, RMCP GP may be deemed to beneficially own, in the aggregate, 2,525,052 shares of Common Stock, representing approximately 20.7% of the outstanding Common Stock.

DPC PIV II beneficially owns, in the aggregate, 1,765,713 shares of Series D Convertible Preferred Stock, $0.001 par value per share, of Yuma (“Series D Preferred Stock”). Each share of Series D Preferred Stock is convertible into shares of Common Stock at the option of the holder at any time or upon certain mandatory triggering events, with an initial conversion price of approximately $11.074 per share. Assuming full conversion of the Series D Preferred Stock as of the date hereof, DPC PIV II would beneficially own, in the aggregate, 1,765,713 shares of Common Stock (the “Convertible Shares”), which represent approximately 12.6% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares. DPC PIV II has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 1,765,713 shares of Series D Preferred Stock and all of the Convertible Shares.

Because DPC II LLC may be deemed to control DPC PIV II, DPC II LLC may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all Common Stock beneficially owned by DPC PIV II. As a result, DPC II LLC may be deemed to beneficially own, in the aggregate, 1,765,713 shares of Common Stock, representing approximately 12.6% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares.

RMCP LLC beneficially owns, in the aggregate, 78,000 shares of Common Stock, which represent approximately 0.6% of the outstanding Common Stock. RMCP LLC has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 78,000 shares of Common Stock.

Because each of RMCP LLC, RMCM and Mr. Mesdag may be deemed to control each of RMCP GP and DPC II LLC, each of RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMCP GP and DPC II LLC. Furthermore, because of each RMCM and Mr. Mesdag may be deemed to control RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMCP LLC. As a result, RMCP LLC, RMCM and Mr. Mesdag may be deemed to beneficially own, in the aggregate, 4,368,765 shares of Common Stock, representing approximately 31.3% of the outstanding Common Stock, after giving effect to the issuance of the Convertible Shares.

Other than shares of Common Stock beneficially owned by the DPC Funds and RMCP LLC as reported above, none of the Reporting Persons may be deemed to beneficially own any shares of Common Stock.

Each of the DPC Funds, DPC LLC, DPC II LLC, RMCP GP and RMCP LLC affirms membership in a group with each other but disclaims membership in a group with RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence, each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member, director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence, Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this 13D.

Item 6 is hereby amended to include the following information:

RMCP LLC and Yuma entered into a confidentiality and standstill agreement (the “Confidentiality Agreement”) on March 2, 2017, pursuant to which Yuma has agreed that it may provide RMCP LLC with certain information about Yuma on a confidential basis, and RMCP LLC has agreed to certain standstill provisions. The standstill provisions include limitations on the ability of Red Mountain to (i) solicit proxies to vote any Common Stock, (ii) nominate or seek to nominate any other person to the board of directors of Yuma, (iii) submit a proposal to Yuma for any extraordinary transaction involving Yuma or any of its securities or assets, or (iv) seek to control or influence the board of directors or management or policies of Yuma; provided that, for the avoidance of doubt, such prohibitions are not intended to be construed to apply to confidential communications made by Mr. Teets or any other person in his capacity as a board member of Yuma. Unless terminated earlier pursuant to the provisions of the Confidentiality Agreement, the standstill provisions expire on the later to occur of (x) December 31, 2017 or (y) three months after the date upon which no persons associated with Red Mountain is serving on the Yuma board of directors.

The foregoing description of the Confidentiality Agreement is a summary only and is qualified in its entirety by reference to the full text of the Confidentiality Agreement, which is filed as Exhibit 6 to this Schedule 13D and is hereby incorporated herein by reference.

Item 7 is hereby amended to include the following information:

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.

Dated: March 7, 2017

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