Statement of Changes in Beneficial Ownership (4)
April 06 2021 - 1:11PM
Edgar (US Regulatory)
FORM 4
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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).
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
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1. Name and Address of Reporting Person
*
McCabe Greg |
2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC
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TRCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(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)
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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)
_X
_ Form filed by One Reporting Person
___ 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 | 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)
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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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McCabe Greg 500 WEST TEXAS AVE. SUITE 890 MIDLAND, TX 79701 | X | X |
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Signatures
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/s/ Greg McCabe | | 4/5/2021 |
**Signature of Reporting Person | Date |
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