FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
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Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VICTORY ENERGY CORP [ VYEYD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 06/30/2011 | C4 | 2,077,808 | A | (1) | 2,077,808 | D | ||||||||
Common Stock | 06/30/2011 | C4 | 2,077,808 | A | (2) | 4,155,616 | D | ||||||||
Common Stock | 06/30/2011 | C4 | 500,000 | A | (3) | 4,655,616 | I | By Miranda & Associates(4) | |||||||
Common Stock | 06/30/2011 | G4 | 360,000 | D | $0.00 | 4,295,616 | I | By Miranda & Associates(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
10% Senior Secured Convertible Debenture | $0.005 | 02/08/2011 | 4P | 2,000,000 | 02/08/2011 | 09/13/2013 | Common Stock | 2,000,000 | $10,000(5) | 4,400,000 | D | |||
Warrants | $0.005 | 02/08/2011 | 4P | 10,000 | 02/08/2011 | 02/07/2016 | Common Stock | 10,000 | (6) | 4,410,000 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 02/08/2011 | 4P | 2,000,000 | 02/08/2011 | 09/13/2013 | Common Stock | 2,000,000 | $10,000(5) | 6,410,000 | D | |||
Warrants | $0.005 | 02/08/2011 | 4P | 10,000 | 02/08/2011 | 02/07/2016 | Common Stock | 10,000 | (6) | 6,420,000 | D | |||
Warrants | $0.01 | 03/31/2011 | 4A | 300,000 | 03/31/2011 | 03/30/2016 | Common Stock | 300,000 | (7) | 6,720,000 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 06/30/2011 | 4P | 500,000 | 06/30/2011 | 09/13/2013 | Common Stock | 500,000 | $2,500(5) | 7,220,000 | I | By Miranda & Associates | ||
Warrants | $0.005 | 06/30/2011 | 4P | 2,500 | 06/30/2011 | 06/29/2016 | Common Stock | 2,500 | (6) | 7,222,500 | I | By Miranda & Associates | ||
Warrants | $0.01 | 06/30/2011 | 4A | 300,000 | 06/30/2011 | 06/29/2016 | Common Stock | 300,000 | (7) | 7,522,500 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 06/30/2011 | 4D | 2,000,000 | 02/08/2011 | 09/13/2013 | Common Stock | 2,077,808 | (1) | 5,522,500 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 06/30/2011 | 4D | 2,000,000 | 02/08/2011 | 09/13/2013 | Common Stock | 2,077,808 | (2) | 3,522,500 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 06/30/2011 | 4D | 500,000 | 06/30/2011 | 09/13/2013 | Common Stock | 500,000 | (3) | 3,022,500 | I | By Miranda & Associates | ||
10% Senior Secured Convertible Debenture | $0.005 | 07/06/2011 | 4P | 2,000,000 | 07/06/2011 | 09/13/2013 | Common Stock | 2,000,000 | $10,000(5) | 5,022,500 | D | |||
Warrants | $0.005 | 07/06/2011 | 4P | 10,000 | 07/06/2011 | 07/06/2016 | Common Stock | 10,000 | (6) | 5,032,500 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 07/06/2011 | 4P | 2,000,000 | 07/06/2011 | 09/13/2013 | Common Stock | 2,000,000 | $10,000(5) | 7,032,500 | D | |||
Warrants | $0.005 | 07/06/2011 | 4P | 10,000 | 07/06/2011 | 07/06/2016 | Common Stock | 10,000 | (6) | 7,042,500 | D | |||
10% Senior Secured Convertible Debenture | $0.005 | 07/06/2011 | 4P | 1,500,000 | 07/06/2011 | 09/13/2013 | Common Stock | 1,500,000 | $7,500(5) | 8,542,500 | D | |||
Warrants | $0.005 | 07/06/2011 | 4P | 7,500 | 07/06/2011 | 07/06/2016 | Common Stock | 7,500 | (6) | 8,550,000 | D | |||
Warrants | $0.01 | 09/30/2011 | 4A | 300,000 | 09/30/2011 | 09/29/2016 | Common Stock | 300,000 | (7) | 8,850,000 | D | |||
Warrants | $0.01 | 12/31/2011 | 4A | 300,000 | 12/31/2011 | 12/30/2016 | Common Stock | 300,000 | (7) | 9,150,000 | D |
Explanation of Responses: |
1. $10,000 of outstanding principal plus $389 of accrued interest under the10% Senior Secured Convertible Debenture converted. |
2. $10,000 of outstanding principal plus $389 of accrued interest under the 10% Senior Secured Convertible Debenture converted. |
3. $2,500 of outstanding principal plus $0 of accrued interest under the 10% Senior Secured Convertible Debenture converted. |
4. The securities are held by Miranda & Associates, a California corporation. The reporting person owns 100% of the shares of Miranda & Associates and is also its president and sole director. Reporting person disclaims beneficial ownership in the securities except to the extent of his pecuniary interest therein. |
5. The reporting person participated in the Issuer's private placement of 450 Units to certain qualified investors. Each Unit is comprised of (i) a $10,000 principal amount 10% Senior Secured Convertible Debenture, and (ii) a five-year warrant to purchase 10,000 shares of common stock. The Units are being offered at a purchase price of $10,000 per Unit. The reporting person purchased a total of 5 Units during the fiscal year 2011 for a total purchase price of $50,000. |
6. Warrants issued as part of the Units. |
7. Warrants awarded for Mr. Miranda's service on the board of directors. Under the directors' compensation program, each board member earns 100,000 Warrants per month, which are awarded at the end of each quarter. The directors receive no other compensation for their service on the board. |
/s/ Robert Miranda | 02/17/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |