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*
Edelman & Guill Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2013
3. Issuer Name and Ticker or Trading Symbol
Emerald Oil, Inc. [ EOX ]
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)
Series A Perpetual Preferred Stock 483,293 I WDE Emerald Holdings LLC(1)(2)
Series A Perpetual Preferred Stock 16,707 I White Deer Energy FI L.P.(1)(2)
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
Common Stock Warrants (right to buy) 02/19/2013 12/31/2019 Common Stock 4,943,729 $5.77 I WDE Emerald Holdings LLC(1)(2)
Common Stock Warrants (right to buy) 02/19/2013 12/31/2019 Common Stock 170,904 $5.77 I White Deer Energy FI L.P.(1)(2)
1. Name and Address of Reporting Person*
Edelman & Guill Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
WDE Emerald Holdings LLC

(Last) (First) (Middle)
700 LOUISIANA, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
White Deer Energy FI, L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
White Deer Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
White Deer Energy TE L.P.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
Edelman & Guill Energy Ltd.

(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770

(Street)
HOUSTON TX 77002

(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*
EDELMAN THOMAS J

(Last) (First) (Middle)
667 MADISON AVENUE, 4TH FLOOR

(Street)
NEW YORK NY 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GUILL BEN A

(Last) (First) (Middle)
700 LOUISIANA, SUITE 4770

(Street)
HOUSTON TX 77002

(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. These securities are owned of record by WDE Emerald Holdings LLC (483,293 shares of Series A Perpetual Preferred Stock and Common Stock Warrants for 4,943,729 shares of Common Stock) ("WDE Emerald Holdings") and White Deer Energy FI L.P. (16,707 shares of Series A Perpetual Preferred Stock and Common Stock Warrants for 170,904 shares of Common Stock) ("White Deer FI" and, together with WDE Emerald Holdings, the "Investors"), which are members of a "group" for purposes of Section 13(d) of the Exchange Act. Such group includes Edelman & Guill Energy L.P., Edelman & Guill Energy Ltd., White Deer Energy L.P. ("White Deer"), White Deer Energy TE L.P. ("White Deer TE" and, together with White Deer and White Deer FI, the "Funds"), Thomas J. Edelman and Ben A. Guill.
2. Mr. Edelman has been appointed as a director of the Issuer. White Deer and White Deer TE are the members of WDE Emerald Holdings, Edelman & Guill Energy L.P. is the general partner of the Funds, Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Messrs. Edelman and Guill are the directors of Edelman & Guill Energy Ltd. Accordingly, each of Edelman & Guill Energy Ltd, Edelman & Guill Energy L.P., and Messrs. Edelman and Guill may be deemed to control the investment decisions of the Funds and, therefore, the Investors. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
/s/ Thomas J. Edelman, President of WDE Emerald Holdings LLC 03/01/2013
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P. 03/01/2013
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P. 03/01/2013
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P. 03/01/2013
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 03/01/2013
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd. 03/01/2013
/s/ Thomas J. Edelman 03/01/2013
/s/ Ben A. Guill 03/01/2013
** 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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