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).
1. Name and Address of Reporting Person*
WATTS KENT

(Last) (First) (Middle)
9700 BISSONNET
SUITE 1700

(Street)
HOUSTON TX 77036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HYPERDYNAMICS CORP [ HYPD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2001
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)
Code V Amount (A) or (D) Price
Common Stock par value $.001 11/02/2001 G 200,000 D $0.6 815,000 D
Common Stock par value $.001 12/31/2002 12/31/2002 J(1) 862,915 A $0.2 1,630,000 I DJX Ltd
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to buy)(2) $0.23 08/26/2002 H/K 300,000 08/26/2002 07/26/2004 Common Stock par value $.001 300,000 (2) 300,000 D
Warrant (right to buy)(2) $0.23 08/26/2002 H/K 400,000 08/26/2002 07/25/2005 Common Stock par value $.001 400,000 (2) 400,000 D
Warrant (right to buy)(2) $0.23 08/26/2002 H/K 400,000 07/25/2003 07/25/2006 Common Stock par value $.001 400,000 (2) 400,000 D
Warrant (right to buy) $0.23 08/26/2002 H/K 400,000 07/25/2004 07/25/2007 Common Stock par value $.001 400,000 (2) 400,000 D
Convertible Note Payable, Due 12/31/2007(3) $0.168(3) 12/27/2002 A 697,629(3) 12/27/2002 12/31/2007 Common Stock par value $.001 697,629(3) $117,201 697,629(3) D
Explanation of Responses:
1. DJX Ltd, which is owned in part by the children of Kent Watts, received 862,915 shares in payment of $172,583 of dividends on Hyperdynamics Series B Preferred Stock. Kent Watts controls the voting rights of DJX Ltd.
2. Warrants originally granted on 07/25/01 were repriced from $.40 per share to $.23 per share. The warrantst were granted as officer compensation.
3. The note payable was issued 12/27/2002 for accrued salary and bears interest at the rate of 12% per annum. The exercise price of the convertible note payable varies. Prior to 12/01/07 Mr. Watts may convert the note at a price equalling 60% of the closing market price during the six months preceding the exercise. Hyperdynamics may convert the note at 50% of the lowest closing market price during the thirty days preceding the conversion. Hyperdynamics may pay off the note in cash at any time. On 12/27/02, the note principal was $107,033 and the conversion price was $.108, resulting in 991,050 beneficially owned. The amount reported is as of 10/03/03 and consists of $107,033 principal and $10,168 interest for a total of $117,201. The conversion price resulting from the aforementioned formula is $.168; if the note had been converted on October 3, 2003, 697,629 shares would have been issued.
Remarks:
Kent Watts 10/06/2003
** 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).
Note: 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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