Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Doris James Andrew

(Last)

(First)

(Middle)

15915 KATY FREEWAY

SUITE 450

(Street)

HOUSTON

77094

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAMBER ENERGY, INC. [ CEI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2023		A		222,223	A	⁽¹⁾	222,223	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾⁽¹⁾	08/01/2023		A		28,092		08/01/2023	⁽³⁾	Common Stock	25,001,880	⁽¹⁾	28,092	D
Warrants	⁽⁴⁾	08/01/2023		A		1,666,667		08/01/2023	12/29/2027	Common Stock	1,666,667	⁽¹⁾	1,666,667	D

Explanation of Responses:

1. On August 1, 2023 (the "Effective Time"), pursuant to the Amended and Restated Agreement and Plan of Merger, as amended on April 18, 2023, between Camber Energy, Inc. ("Camber") and Viking Energy Group, Inc. ("Viking), each (a) share of Viking's common stock issued and outstanding immediately prior to the Effective Time, other than shares owned by Camber, Viking and Viking Merger Sub, Inc., was converted into the right to receive one share of Camber's common stock, (b) share of Viking's Series C Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive one share of Camber's Series A Convertible Preferred Stock and (c) outstanding option or warrant to purchase Viking's common stock ("Viking Option") vested and was converted into an option or warrant to purchase Camber's common stock on substantially the same terms as were applicable to such Viking Option immediately prior to the Effective Time.

2. Each share of Series A Convertible Preferred Stock is convertible into 890 shares of Camber's common stock.

3. The Series A Convertible Preferred Stock is perpetual and has no expiration date.

4. Each warrant represents the right to purchase one share of Camber's common stock at an exercise price of $0.001 per share.

Remarks:

	/s/ James A Doris	08/01/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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