SEC FORM 4

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^*

SPARROW CURTIS J

(Last)

(First)

(Middle)

SUITE 510, 10117 JASPER AVENUE

(Street)

EDMONTON

T5J 1W8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DEEP WELL OIL & GAS INC [ DWOG.PK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & Corp. Secretary

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Put Call Option (right to acquire)⁽¹⁾	⁽²⁾	06/07/2005		J⁽¹⁾		1		06/07/2005	06/07/2008	Common Stock	2,250,000	$0	1	I	See Footnote⁽³⁾
Put Call Option (right to acquire)⁽¹⁾	⁽²⁾	08/01/2005		J⁽¹⁾			1	06/07/2005	06/07/2008	Common Stock	2,250,000	$0	0	I	See Footnote⁽³⁾
Stock Option (right to acquire)	$0.71	11/28/2005		A		375,000		⁽⁴⁾	11/28/2010	Common Stock	375,000	$0	375,000	D
Stock Option (right to acquire)	$0.71	11/28/2005		J⁽⁵⁾		390,000		⁽⁶⁾	11/28/2010	Common Stock	390,000	$0	765,000	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. Edmonton International Airport Hotel Ltd. ("Edmonton") entered into a certain agreement with Deep Well Oil & Gas, Inc. ("Deep Well") whereby Edmonton acquired a put option to sell 75,000 of class R non-voting preferred shares of Northern Alberta Oil Ltd. ("Northern Share") that it holds to Deep Well for 2,250,000 shares of Deep Well's common stock.

2. Deep Well issues thirty shares of its common stock to Edmonton for any Northern Share that it acquires from Edmonton.

3. Held by Edmonton; Curtis J. Sparrow owns 100% of Edmonton's capital stock.

4. 175,000 of the options vested immediately upon grant, 100,000 options vesting on February 6, 2006, and 100,000 of the options will vest on February 6, 2007.

5. Granted to Concorde Consulting, a company wholly owned by Curtis J. Sparrow, pursuant to Deep Well's Stock Option Plan.

6. 130,000 of the options will vest on each of July 1, 2006, July 1, 2007 and July 1, 2008.

	/s/ Curtis J. Sparrow	11/30/2005
	** 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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