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^*

YOUYOU MALIK

(Last)

(First)

(Middle)

SADOVNICHESKEYA NAB 69

(Street)

MOSCOW

115035

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2012

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)
Common Shares	11/23/2012		P		42,857,142	A	$0.07	110,733,823	D⁽¹⁾⁽³⁾

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)
Warrants to Purchase	$0.105	11/23/2012		J⁽¹⁾		42,857,142⁽¹⁾⁽²⁾		11/23/2012	11/23/2015	Common Stock	42,857,142	$0	86,164,285⁽⁴⁾	D

Explanation of Responses:

1. Effective on November23, 2012, Malik Youyou closed a private placement with the Issuer for an aggregate of 42,857,142 units at a price of US$0.07 per unit, for total gross proceeds of US$3,000,000. Each unit is comprised of one common share ("Common Share") and one Common Share purchase warrant ("Whole Warrant"). Each Whole Warrant entitles the holder to purchase one additional Common Share at a price of US$0.105 per Common Share up to an additional 42,857,142 shares of the Issuer's common stock, for a period of three years from the date of closing. The exercise price of the Whole Warrants will be adjusted from time to time upon the occurrence of certain events, as provided in the warrants. (Continued in Footnote 2).

2. The Whole Warrants expire on November 23, 2015.

3. Mr. Youyou directly now owns 104,575,042 shares of common stock of the Issuer. Mr. Youyou also indirectly owns another 6,158,781 shares of common stock of the Issuer through Westline Enterprises Limited a company 100% owned by Mr. Youyou.

4. Presently Mr. Youyou has exercisable warrants to acquire up to 71,428,570 shares of common stock of the Issuer. In addition, Mr. Youyou currently has options to purchase up to 450,000 shares of common stock (which is included in column 9 above) at an exercise price of $0.14 per common share of which 150,000 vested immediately upon grant and another 150,000 vested on March 23, 2012, the remaining 150,000 options will vest on March 23, 2013.

	/s/ Malik Youyou	11/23/2012
	** 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).
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