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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/04/2007 | ||||||||||||||||||||||||||
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 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 | ||||||
U.S. Energy Common Stock | 04/04/2007 | M | 25,000 | A | $0 | 255,762 | D | |||
U.S. Energy Common Stock | 04/04/2007 | F | 10,603 | D(1) | $5.8 | 245,159 | D(2)(3) | |||
U.S. Energy Common Stock | 300,556 | I(4)(5) | By Corporation | |||||||
U.S. Energy Common Stock | 68,165 | I(6) | By ESOP |
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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Option 5 (Right to Buy) | $2.46 | 04/04/2007 | M | 25,000 | 07/01/2004 | 06/30/2014 | U.S. Energy Common Stock | 25,000 | $0 | 59,350(7) | D | ||||
Employee Option 1a (Right to Buy) | $2 | 12/04/1998 | 09/25/2008 | U.S. Energy Common Stock | 40,218 | 40,218(8) | D | ||||||||
Employee Option 2 (Right to Buy) | $2.4 | 01/10/2001 | 01/09/2011 | U.S. Energy Common Stock | 80,233 | 80,233(8) | D | ||||||||
Employee Option 3 (Right to Buy) | $3.9 | 12/07/2001 | 12/06/2011 | U.S. Energy Common Stock | 100,000 | 100,000(7) | D | ||||||||
Employee Option 4 (Right to Buy) | $2.25 | 08/08/2002 | 12/07/2011 | U.S. Energy Common Stock | 52,556 | 52,556(7) | D | ||||||||
Employee Option 6 (Right to Buy) | $3.86 | 10/14/2005 | 10/13/2015 | U.S. Energy Common Stock | 100,000 | 100,000(7) | D |
Explanation of Responses: |
1. Surrendered shares for payment of exercise of options. |
2. Includes 170,039 shares held directly by the Reporting Person. |
3. Includes 15,120 shares issued under the Restricted Stock Bonus Plan and 60,000 under the 1996 Stock Award program which are subject to forfeiture by the Reporting Person. Shares issued under the 1996 Stock Award program vest over a 5-year period at the rate of 20% per year, The forfeitable shares issued under both plans are deemed 'earned out' by the Reporting Person: (i) if he is continuously employed by USEG until he retires; (ii) if he becomes disabled; (iii) upon his death, or (iv) if the shares are claimed within three years following the occurrence of (i) (ii) (iii). The treasurer of USEG holds the shares in trust for the benefit of the Reporting Person, while non-employee directors of USEG exercise shared voting and dispositive rights over all forfeitable shares. Distributions to the Reporting Person will not be separately reported. The acquisitions of the shares by the Reporting Person from both the Bonus Plan and the Award Program are exempt under Rule 16b-3. |
4. Includes 175,000 shares held by Sutter Gold Mining Co., Inc. (SGMI), a subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and SGMI and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by SGMI, under rule 16a-1(a)(2)(iii). |
5. Includes 125,556 shares held by Plateau Resources Limited (Plateau), a wholly owned subsidiary of USEG. The Reporting Person is an Officer and/or Director of both USEG and Plateau and is not a controlling shareholder and does not have or share investment controll over these shares, and therefore does not have a pecuniary interest in the USEG shares held by Plateau, under rule 16a-1(a)(2)(iii). |
6. Includes shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted. |
7. Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3. |
8. Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3. |
Remarks: |
/s/ LORIMER, ROBERT SCOTT | 04/05/2007 | |
** 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. |