UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STRATEGIC AMERICAN OIL CORPORATION
COMMON STOCK, PAR VALUE $0.001
(Title of Class of Securities)
86268X103
(CUSIP Number)
Jeremy G. Driver
14019 S.W. Fwy #301-600
Sugar Land, TX 77478
Telephone: 832-444-8866
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 14, 2011
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Names of Reporting Person: JEREMY G. DRIVER
I.R.S. Identification Nos. of above persons (entities only).
1. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) £
(b) £
Not applicable.
2. SEC Use Only:
3. Source of Funds (See Instruction): PF
4. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): £ Not applicable.
5. Citizenship or Place of Organization: AMERICAN
Number of Shares Beneficially by Owned by Each Reporting Person With:
7. Sole Voting Power: 50,241,667 Shares of Common Stock(1)
8. Shared Voting Power: Nil
9. Sole Dispositive Power: 50,241,667 Shares of Common Stock
(1)10. Shared Dispositive Power: Nil
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 50,241,667 Shares of Common Stock
(1)12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not applicable
13. Percent of Class Represented by Amount in Row (11): 18.66%
(2)14. Type of Reporting Person (See Instructions): IN
Notes:
(1) These 50,241,667 shares consist of (i) 16,700,000 shares of common stock held by KD Navigation Inc., a company wholly owned by Kara Driver, the Reporting Person's wife; and (ii) 1,875,000 stock options to acquire an equivalent number of common shares at an exercise price of $0.20.
(2) Based on 269,208,736 shares of the Issuer's common stock issued and outstanding as of September 26, 2011.
This statement on Schedule 13D is filed pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the "1934 Act"). Jeremy G. Driver is sometimes referred to herein as the "Reporting Person."
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ITEM 1. SECURITY AND ISSUER
This statement relates to the voting common stock, par value $0.001, of Strategic American Oil Corporation, a Nevada corporation (the "Issuer"). The Issuer maintains its principal executive offices at 800 Gessner, Suite 200, Houston, Texas 77024.
ITEM 2. IDENTITY AND BACKGROUND
Name:
This statement is filed by Jeremy G. Driver.
Residence or Business Address:
The address for the Reporting Person is 14019 S.W. Fwy #301-600, Sugar Land, Texas 77478.
Present Principal Business or Occupation:
Mr. Driver's principal occupation is as a businessman. In addition, the Reporting Person is a director and officer of the Issuer.
Place of Organization or Citizenship:
Mr. Driver is a citizen of the United States.
Criminal Proceedings:
During the last five years, Mr. Driver has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
Civil Proceedings:
During the last five years, Mr. Driver has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction where, as a result of such proceeding, there was or is a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On February 14, 2011, pursuant to a private placement by the Issuer, KD Navigation, Inc. ("KD Navigation"), which is wholly owned by Kara Driver, the wife of the Reporting Person, acquired 16,700,000 shares of the Issuer at $0.10 per share for a total purchase price of $1,670,000 from KD Navigation's working capital. On September 20, 2011, pursuant to a Purchase and Sale Agreement with the Issuer, KD Navigation was issued 31,666,667 restricted common shares.
In addition on December 1, 2009, the Reporting Person was granted an aggregate of 2,500,000 Stock Options to purchase Shares at an exercise price of $0.20 per Share and expiring on December 1, 2012. The Stock Options were subject to vesting provisions such that the Options vest in four equal semi-annual instalments commencing on December 1, 2009. As of the date of this Schedule 13D, 1,875,000 have vested. These Stock Options were subsequently repriced to $0.10 on April 21, 2011.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired securities of the Issuer as described above in Item 3 as part of the Reporting Person's overall investment strategy.
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Subject to all relevant securities law restrictions, the Reporting Person may acquire or dispose of securities of the Issuer from time to time in the open market or in privately negotiated transactions with third parties, subject to and depending upon prevailing market conditions for such securities.
Except as otherwise disclosed herein, the Reporting Person does not have any current plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
(g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The filing of this statement by the Reporting Person shall not be construed as an admission that the Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the statements herein.
(a) As of September 26, 2011, the Reporting Person was the beneficial owner of 50,241,667 shares (or approximately 18.66%) of the Issuer's common stock. These 50,241,667 shares include: (i) 48,366,667 shares held of record by KD Navigation, and (ii) 1,875,000 shares issuable upon exercise of stock options held by the Reporting Person, which options provide for an exercise price of $0.10 per share and expire on December 1, 2012.
(b) As of September 26, 2011, the Reporting Person had the sole power to vote or to direct the voting of, or to dispose or to direct the disposition of 50,241,667 shares (or approximately 18.66%) of the Issuer's common stock. These 50,241,667 shares include: (i) 48,366,667 shares held of record by KD Navigation, and (ii) 1,875,000 shares issuable upon exercise of stock options held by the Reporting Person, which options provide for an exercise price of $0.10 per share and expire on December 1, 2012.
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(c) As of the date hereof, and within the sixty day period prior thereto, no transactions involving the Issuer's equity securities had been engaged in by the Reporting Person other than as disclosed herein.
(d) As of the date hereof, to the best knowledge and belief of the undersigned, no person other than the Reporting Person had the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's equity securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Description of Exhibit
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Dated: September 26, 2011 |
/s/ Jeremy G. Driver JEREMY G. DRIVER |
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