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*
AZAR II RICHARD NATHAN

(Last) (First) (Middle)
PO BOX 6172

(Street)
SAN ANTONIO TX 78209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAMBER ENERGY, INC. [ CEI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2017
4. 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 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 01/09/2017 J(4)(5) 33,119 A (1) 33,119 I Segundo Resources, LLC(1)(2)(3)
Common Stock 01/09/2017 J(4)(5) 29,954 A (1) 3,439,339 I RAD2 Minerals, Ltd.(1)(2)(3)
Common Stock 04/04/2017 J(4)(6) 6,215 A (1) 39,334 I Segundo Resources, LLC(1)(2)(3)
Common Stock 04/04/2017 J(4)(6) 21,429 A (1) 3,460,768 I RAD2 Minerals, Ltd.(1)(2)(3)
Common Stock 04/04/2017 J(4)(6) 11,412 A (1) 11,412 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AZAR II RICHARD NATHAN

(Last) (First) (Middle)
PO BOX 6172

(Street)
SAN ANTONIO TX 78209

(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*
RAD2 Management, LLC

(Last) (First) (Middle)
PO BOX 6172

(Street)
SAN ANTONIO TX 78209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Manager
1. Name and Address of Reporting Person*
RAD2 Minerals, Ltd

(Last) (First) (Middle)
PO BOX 6172

(Street)
SAN ANTONIO TX 78209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
General Partner
1. Name and Address of Reporting Person*
Segundo Resources, LLC

(Last) (First) (Middle)
PO BOX 6172

(Street)
SAN ANTONIO TX 78209

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Manager
Explanation of Responses:
1. Richard N. Azar II, may be deemed to beneficially own: RAD2 Minerals, Ltd. ("RAD2"), which directly owns 200,000 shares of the Series B Redeemable Convertible Preferred Stock (the "Series B Preferred Stock") of the Issuer; and Segundo Resources, LLC ("Segundo"), which directly owns 58,000 shares of Series B Preferred Stock of the Issuer and as such indirectly beneficially owns the common stock and the Series B Preferred Stock held by RAD2 and Segundo. RAD2 Management, LLC ("RAD2 LLC") as general partner of RAD2, may be deemed to beneficially own the securities held by RAD2. Mr. Azar is the manager of RAD2 LLC and is the managing member of Segundo. Mr. Azar also directly owns 106,508 shares of Series B Preferred Stock of the Issuer.
2. RAD2 and RAD2 LLC, which are also reporting their ownership on this Form 4, do not have a pecuniary interest in the securities owned by Mr. Azar or Segundo. RAD2 has pledged 3,120,606 of its shares to secure amounts due under the Issuer's August 2016 $40 million loan agreement with International Bank of Commerce.
3. Segundo, which is also reporting its ownership on this Form 4, does not have a pecuniary interest in the securities owned by Mr. Azar, RAD2 LLC or RAD2.
4. Represents shares of common stock of the Issuer issued in consideration for dividends which accrued on the Series B Preferred Stock at the rate of 6% per annum, based on the $25 face value per share of the Series B Preferred Stock (see also footnotes 5 and 6).
5. Represents the quarterly dividend due on the Series B Preferred Stock for the period from August 25, 2016 to December 31, 2016, which was paid by the Issuer in shares of common stock, based on a dividend issuance price of $3.50 per share, the conversion price under the Series B Preferred Stock, as provided for under the terms of the Series B Preferred Stock.
6. Represents the quarterly dividend due on the Series B Preferred Stock for the quarter ended March 31, 2017, which was paid by the Issuer in shares of common stock, based on a dividend issuance price of $3.50 per share, the conversion price under the Series B Preferred Stock, as provided for under the terms of the Series B Preferred Stock.
/s/ Richard N. Azar, II 01/22/2018
/s/ Richard N. Azar, II, as Manager of RAD 2 Management, LLC, the General Partner of RAD2 Minerals, Ltd. 01/22/2018
/s/ Richard N. Azar, II, as Manager of RAD 2 Management, LLC 01/22/2018
/s/ Richard N. Azar, II, as Manager of Segundo Resources, LLC 01/22/2018
** 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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