SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Hillair Capital Investments LP (Last) (First) (Middle) C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVE., SUITE 303 (Street) BURLINGAME CA 94010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2015	3. Issuer Name and Ticker or Trading Symbol Legend Oil & Gas, Ltd. [ LOGL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	604,155,998	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Hillair Capital Investments LP (Last) (First) (Middle) C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVE., SUITE 303 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Hillair Capital Management LLC (Last) (First) (Middle) C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVE., SUITE 303 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* McAvoy Sean M (Last) (First) (Middle) C/O HILLAIR CAPITAL MANAGEMENT LLC 345 LORTON AVE., SUITE 303 (Street) BURLINGAME CA 94010 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The reported securities are owned directly by Hillair Capital Investments L.P., a Cayman Islands limited partnership ("Hillair Capital"), and indirectly by Hillair Capital Management LLC ("Hillair Management"), as the investment advisor of Hillair Capital, and Sean M. McAvoy, as the manager of Hillair Management. Hillair Management and Sean M. McAvoy disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	/s/ Hillair Capital Investments L.P	05/18/2015
	/s/ Hillair Capital Management LLC, Investment advisor of Hillair Capital Investments L.P.	05/18/2015
	/s/ Sean M. McAvoy, Manager of Hillair Capital Management LLC	05/18/2015
	** 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 5 (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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