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*
LONGVIEW FUND LP

(Last) (First) (Middle)
LONGVIEW FUND, L.P.
600 MONTGOMERY STREET, 44TH FLOOR

(Street)
SAN FRANCISCO, CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUTH TEXAS OIL CO [ STXX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2008
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 09/19/2008 J(1) 137,521 A $1.64 7,524,005 I See Notes 1-5(1)(2)(3)(4)(5)
Common Stock 09/19/2008 J(1) 265,978 A $1.64 7,789,983 I See Notes 1-5(1)(2)(3)(4)(5)
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
Explanation of Responses:
1. These shares were acquired by Longview Marquis Master Fund, L.P. ("Longview Marquis"), an affiliate of Longview Fund, L.P. (See notes 2 to 4). Viking Asset Management, LLC ("Viking LLC") is the investment adviser to both Longview Marquis and Longview Fund, L.P ("Longview"). On September 19, 2008 Longview Marquis exchanged two demand notes with a total of principal amount $637,614.51 and $24,124 of accrued interest (for a total of $661,738.87) for 403,499 shares of STXX common stock in an exchange with STXX, for an effective purchase price of $1.64/share (80% of prior day closing price). The first note, dated April 24, 2008, in the principal amount of $216,746.51 and with accrued interest of $8,788.63 (for a total of $225, 535.14), was exchanged for 137,521 shares of common stock. The second note, dated May 9, 2008, in the principal amount of $420,868 and with accrued interest of $15,335.74 (for a total of $436,203.74), was exchanged for a total of 265,978 shares.
2. Longview, as an affiliate of Longview Marquis, is reporting the acquisition of these shares on behalf of Longview Marquis at this time. However, Longview anticipates that on or about October 1, 2008, Longview Marquis will engage Summerline, LLC, an investment adviser not affiliated with Longview or Viking LLC, as Longview Marquis' general partner and investment adviser, and Longview will then file an amended Form 4 reflecting a reduction in the total STXX shares beneficially owned by affiliates of Longview as a result of Longview Marquis no longer being an affiliate of Longview, Viking LLC or any of their affiliates.
3. The securities reported in Column 5 of this Form 4 include securities also beneficially owned by the following Longview affiliates (together with Longview, the "Longview Affiliates"): Viking Asset Management, LLC ("Viking LLC"), Viking Asset Management, Ltd. ("Viking Ltd."), Peter T. Benz, Merrick D. Okamoto, Wayne H. Coleson, S. Michael Rudolph, Longview Fund International, Ltd. ("Longview International") and Longview Marquis. Longview is filing this Form 4 on behalf of the Longview Affiliates, jointly, but not as a group, and each of the Longview Affiliates disclaims membership in a group, within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.
4. Viking LLC is the investment adviser to investment limited partnerships of which Viking Ltd. is the general partner, including Longview and Longview Marquis. Viking Ltd. is the investment adviser to Longview International, but pursuant to an agreement between Viking Ltd. and Viking LLC, Viking Ltd. has delegated such investment advisory authority to Viking LLC. Mr. Benz, Mr. Okamoto, Mr. Coleson and Mr. Rudolph are the control persons of Viking LLC and Viking Ltd. Longview International holds shares of STXX common stock indirectly as a limited partner of Longview.
5. The securities acquired in the transactions reported on this Form 4 are held directly by Longview Marquis. Such securities are indirectly beneficially owned by Viking Ltd. as the general partner of Longview Marquis and Viking LLC as the investment adviser of Longview Marquis, and by Mr. Benz, Mr. Okamoto, Mr. Coleson and Mr. Rudolph as the control persons of Viking LLC and Viking Ltd. Longview disclaims beneficial ownership of such securities. Each of Viking LLC, Viking Ltd., Mr. Benz, Mr. Okamoto, Mr. Coleson and Mr. Rudolph disclaims beneficial ownership of such securities, except to the extent of that person's pecuniary interest therein.
/s/ Viking Asset Management, Ltd., General Partner 09/23/2008
/s/ S. Michael Rudolph, S. Michael Rudolph, Director 09/23/2008
** 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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