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*
McCabe Greg

(Last) (First) (Middle)
500 WEST TEXAS AVE.
SUITE 890

(Street)
MIDLAND TX 79701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [ TRCH ]
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)
09/30/2015
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)
Code V Amount (A) or (D) Price
Common Stock 09/30/2015 J(1) 97,772 A $1.15 4,397,772 D
Common Stock 09/30/2015 J(1) 16,295 A $1.15 16,295 I See footnote(2)
Common Stock 12/31/2015 J(1) 78,904 A $1.15 4,476,676 D
Common Stock 12/31/2015 J(1) 13,150 A $1.15 29,445 I See footnote(2)
Common Stock 03/31/2016 J(1) 78,046 A $1.15 4,604,722(3) D
Common Stock 03/31/2016 J(1) 13,008 A $1.15 42,453 I See footnote(2)
Common Stock 06/08/2016 J(1) 59,178 A $1.15 4,663,900 D
Common Stock 06/08/2016 J(1) 9,863 A $1.15 52,316 I See footnote(2)
Common Stock 06/08/2016 C(4) 2,608,696 A $1.15 7,272,596 D
Common Stock 06/08/2016 C(4) 434,783 A $1.15 487,099 I See footnote(2)
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
Warrants $1 04/04/2016 P 1,500,000 04/04/2016 04/04/2021 Common Stock 1,500,000 (5) 1,500,000 I See footnote(6)
Series A Convertible Preferred Stock $1.15 06/08/2016 C 30,000 06/09/2015 (7) Common Stock 2,608,696 $100 0 D
Series A Convertible Preferred Stock $1.15 06/08/2016 C 5,000 06/09/2015 (7) Common Stock 434,783 $100 0 I See footnote(2)
Explanation of Responses:
1. Shares received as quarterly interest payment due on Series A Convertible Preferred Stock.
2. Securities owned of record by G Mc Exploration, LLC, in which the reporting person owns 50% of the outstanding membership interests.
3. This amount includes the 50,000 total shares of common stock acquired by the reporting person on February 16, 2016, as reported in his Form 4 filed on February 18, 2016. In the February 18 Form 4, the amounts referenced in column 5 therein incorrectly omit the 97,772 and 78,904 shares of common stock acquired by the reporting person on September 30, 2015 and December 31, 2015, respectively, as reported herein.
4. Conversion of Series A Convertible Preferred Stock.
5. The issuer issued these warrants to McCabe Petroleum Corporation as consideration for the conveyance of an interest in certain oil and gas leases.
6. Securities owned of record by G McCabe Petroleum Corporation, of which the reporting person is the sole owner.
7. The Series A Convertible Preferred Stock is convertible into common stock with no expiration date.
Remarks:
/s/ Greg McCabe 07/29/2016
** 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.
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