TRCH Torchlight Energy Resources Inc

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 * McCabe Greg	2. Issuer Name and Ticker or Trading Symbol TORCHLIGHT ENERGY RESOURCES INC [ TRCH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 500 WEST TEXAS AVE., SUITE 890	3. Date of Earliest Transaction (MM/DD/YYYY) 2/1/2021
(Street) MIDLAND, TX 79701 (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	2/1/2021		C		100000	A	$1 (1)	11994769	D
Common Stock	2/1/2021		C		4000000	A	$0.375 (2)	6813480 (3)	I	See Footnote (4)
Common Stock								797099	I	See Footnote (5)

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
6% Convertible Promissory Note	$1	2/1/2021		C			$100000	12/30/2020	5/10/2021	Common Stock	100000	$0	0	D
6% Convertible Promissory Note	$0.375	2/1/2021		C			$1500000	9/18/2020	5/10/2021	Common Stock	4000000	$0	0	I	See Footnote (4)

Explanation of Responses:
(1)	Mr. McCabe converted the entire principal amount of the $100,000 convertible promissory note issued by the issuer in December 2020 into common stock of the issuer at its conversion price of $1.00 per share, totaling 100,000 shares.
(2)	McCabe Petroleum Corporation ("MPC") converted the entire principal amount of the $1.5 million convertible promissory note issued by the issuer in September 2020 (the "MPC Note") into common stock at its conversion price of $0.375 per share, totaling 4,000,000 shares.
(3)	On December 22, 2020, Mr. McCabe filed a Form 4 that reported MPC's acquisition of 313,480 shares of common stock on November 11, 2020. That Form 4 incorrectly stated that the amount of securities beneficially owned by MPC following that transaction was 3,126,960 shares of common stock. The correct amount was 2,813,480 shares of common stock.
(4)	Mr. McCabe is the sole owner of MPC, the holder of the MPC Note and the shares of the issuer's common stock issued in connection with the conversion thereof.
(5)	Mr. McCabe owns 50% of the outstanding membership interests of G Mc Exploration, LLC, which is the record owner of 797,099 shares of the issuer's common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McCabe Greg 500 WEST TEXAS AVE. SUITE 890 MIDLAND, TX 79701	X	X

Signatures
/s/ Greg McCabe		4/5/2021
**Signature of Reporting Person		Date