SEC FORM 4

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^*

Maximilian Investors LLC

(Last)

(First)

(Middle)

152 WEST 57TH STREET

4TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Daybreak Oil & Gas, Inc. [ DBRM ]

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)
05/19/2014

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 par value $0.001	05/19/2014		J		427,729	D	$0.00	5,694,823	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)
Warrant	$0	05/19/2014		J		427,729		05/15/2014	08/28/2016	Common Stock	6,550,281	$0.00	6,550,281	D

Explanation of Responses:

Remarks:

This Form 4 is filed by Maximilian Investors, LLC ("Maximilian") in respect of securities held directly by it. Platinum Credit Management LP ("Platinum Management") is the investment manager of Maximilian. Mark Nordlicht is the Chief Investment Officer and principal owner of Platinum Management. Platinum Management and Mr. Nordlicht may each be deemed to indirectly beneficially own the securities held by Maximilian. Platinum Management and Mr. Nordlicht each disclaim beneficial ownership of the securities owned by Maximilian, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that Platinum Management or Mr. Nordlicht is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. On May 19, 2014, the Issuer and Maximilian entered into a Share Exchange Agreement pursuant to which Maximilian surrendered to the Issuer 427,729 shares of Common Stock. In exchange for such shares, the Issuer issued to Maximilian a warrant to purchase up to 427,729 shares of Common Stock. The warrant, which is subject to the Blocker as described below, is exercisable at $0.10 per share and expires on August 28, 2016. On February 14, 2014, the warrant was amended to prohibit Maximilian from exercising any of the warrant to the extent that, following such exercise, Maximilian would be deemed to beneficially own (determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended) more than 9.99% of the outstanding shares of the Issuer's Common Stock (the "Blocker"). The Warrant also provides that such restriction may not be waived by either the issuer or Maximilian.

	/s/ MARK NORDLICHT	05/29/2014
	** 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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