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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
King Duane H
(Last) (First) (Middle)
9821 KATY FWY
SUITE 805
(Street)
HOUSTON TX 77024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 148,913(1) D(2)
Common Stock 2,027,399 D(3)
Common Stock 01/09/2025 A 1,400,000 A (5) 1,400,000 I(4) By Synergy Offshore(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
King Duane H
(Last) (First) (Middle)
9821 KATY FWY
SUITE 805
(Street)
HOUSTON TX 77024
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% owner group
1. Name and Address of Reporting Person*
King Oil & Gas Company, Inc.
(Last) (First) (Middle)
9821 KATY FWY
SUITE 805
(Street)
HOUSTON TX 77024
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Director owned entity
Explanation of Responses:
1. Excludes shares of common stock relating to the voting group included under "Remarks".
2. Represents shares of common stock, $0.01 par value per share of the Issuer, held by Mr. Duane H. King.
3. Represents shares of common stock, $0.01 par value per share of the Issuer, held by King Oil & Gas Company, Inc. ("King Oil"), which is 100% owned by Duane K. King. The shares held by King Oil may be deemed to be beneficially owned by Mr. King due to his status as Chief Executive Officer of King Oil. Mr. King disclaims beneficial ownership other than to the extent of his pecuniary interest therein.
4. Represents shares of common stock, $0.01 par value per share of the Issuer, held directly by Synergy Offshore, LLC ("Synergy"). The shares held by Synergy may be deemed to be beneficially owned by Mr. King due to his status as Chief Executive Officer and current sole manager of Synergy. Mr. King and King Oil are also owners of member interests in Synergy Producing Properties, LLC ("SPP"), which is the 100% owner of Synergy. Mr. King and King Oil each may be deemed to beneficially own the shares of common stock owned by Synergy based on certain member rights in SPP. Mr. King and King Oil disclaim beneficial ownership other than to the extent of his pecuniary interest therein.
5. The shares were issued by the Issuer, and acquired by Synergy, as seller, pursuant to a Purchase and Sale Agreement (the "PSA") as partial consideration for the sale of assets by the seller. No fair market value has been determined or allocated at this time to the share consideration or other non-cash consideration issued under the PSA.
Remarks:
By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022, as amended and restated September 16, 2023 (the "Voting Agreement"), Mr. King, Synergy and King Oil may be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. The reporting persons disclaim beneficial ownership of any securities owned by any of the other signatories to the Voting Agreement (and/or their control persons) and the filing of this Form 4 shall not be deemed an admission, for purposes of Section 16 of the Exchange Act or otherwise, that any of the reporting persons and any other person or persons constitute a "group" for purposes of Section 13(d)(3) of the Exchange Act or Rule 13d-5 thereunder. In addition, none of the reporting persons have any pecuniary interest in any of the securities beneficially owned by any of the other signatories to the Voting Agreement (and/or their control persons).
/s/ Duane H. King 01/13/2025
/s/ Duane H. King, Chief Executive Officer of King Oil and Gas Company, Inc. 01/13/2025
/s/ Duane H. King, Chief Executive Officer of Synergy Offshore, LLC 01/13/2025
** 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.
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