| 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
DAYBREAK OIL & GAS INC [ DBRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/12/2005 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 12/20/2005 | P | 1,000 | A | $0.57 | 1,174,977 | I | See Note (1).(1) | ||
| Common Stock | 12/20/2005 | P | 4,000 | A | $0.52 | 1,178,977 | I | See Note (1).(1) | ||
| Common Stock | 1,590,000 | D | ||||||||
| Common Stock | 01/11/2006 | P | 1,000 | A | $0.5 | 1,179,977 | I | See Note (2).(2) | ||
| Common Stock | 1,590,000 | D | ||||||||
| Common Stock | 01/12/2006 | P | 1,000 | A | $0.5 | 1,180,977 | I | See Note (3).(3) | ||
| Common Stock | 1,590,000 | D | ||||||||
| Common Stock | 01/13/2006 | P | 1,000 | A | $0.55 | 1,181,977 | I | See Note (4).(4) | ||
| Common Stock | 1,590,000 | D | ||||||||
| Common Stock | 01/18/2006 | P | 1,000 | A | $0.58 | 1,182,977 | I | See Note (5).(5) | ||
| Common Stock | 1,590,000 | D | ||||||||
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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 | ||||||||
| Convertible Notes | $0.5 | 01/30/2005 | P | 1 | 01/30/2006 | 01/30/2007 | Common Stock | 400,000 | $200,000 | 400,000 | I | By Hooper Group, Inc. | |||
| Explanation of Responses: |
| 1. Includes 57,200 shares held by Keith Hooper Profit Sharing Trust; 199,777 shares held by trusts f/b/o children of Keith Hooper; 906,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through IRA; 9,900 shares held by spouse through IRA. |
| 2. Includes 57,200 shares held by Keith Hooper Profit Sharing Trust; 199,777 shares held by trusts f/b/o children of Keith Hooper; 907,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through IRA; 9,900 shares held by spouse through IRA. |
| 3. Includes 57,200 shares held by Keith Hooper Profit Sharing Trust; 199,777 shares held by trusts f/b/o children of Keith Hooper; 908,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through IRA; 9,900 shares held by spouse through IRA. |
| 4. Includes 57,200 shares held by Keith Hooper Profit Sharing Trust; 199,777 shares held by trusts f/b/o children of Keith Hooper; 909,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through IRA; 9,900 shares held by spouse through IRA. |
| 5. Includes 57,200 shares held by Keith Hooper Profit Sharing Trust; 199,777 shares held by trusts f/b/o children of Keith Hooper; 910,000 shares held by Hooper Group, Inc., a corporation of which Keith Hooper is a shareholder; 6,100 shares held through IRA; 9,900 shares held by spouse through IRA. |
| Remarks: |
| This is the fourth of four Form 4s, dated the same date, of the Reporting Person that, taken together, contain the information that would not fit on a single Form 4. |
| /s/ Keith Hooper | 02/13/2006 | |
| ** 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. | ||