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^*

McCabe Greg

(Last)

(First)

(Middle)

500 WEST TEXAS AVE.

SUITE 890

(Street)

MIDLAND

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)
02/01/2021

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 Stock	02/01/2021		C		100,000	A	$1⁽¹⁾	11,994,769	D
Common Stock	02/01/2021		C		4,000,000	A	$0.375⁽²⁾	6,813,480⁽³⁾	I	See Footnote⁽⁴⁾
Common Stock								797,099	I	See Footnote⁽⁵⁾

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)
6% Convertible Promissory Note	$1	02/01/2021		C			$100,000	12/30/2020	05/10/2021	Common Stock	100,000	$0	0	D
6% Convertible Promissory Note	$0.375	02/01/2021		C			$1,500,000	09/18/2020	05/10/2021	Common Stock	4,000,000	$0	0	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Mr. McCabe converted the entire principal amount of the $100,000 convertible promissory note issued by the issuer in December 2020 into common stock of the issuer at its conversion price of $1.00 per share, totaling 100,000 shares.

2. McCabe Petroleum Corporation ("MPC") converted the entire principal amount of the $1.5 million convertible promissory note issued by the issuer in September 2020 (the "MPC Note") into common stock at its conversion price of $0.375 per share, totaling 4,000,000 shares.

3. On December 22, 2020, Mr. McCabe filed a Form 4 that reported MPC's acquisition of 313,480 shares of common stock on November 11, 2020. That Form 4 incorrectly stated that the amount of securities beneficially owned by MPC following that transaction was 3,126,960 shares of common stock. The correct amount was 2,813,480 shares of common stock.

4. Mr. McCabe is the sole owner of MPC, the holder of the MPC Note and the shares of the issuer's common stock issued in connection with the conversion thereof.

5. Mr. McCabe owns 50% of the outstanding membership interests of G Mc Exploration, LLC, which is the record owner of 797,099 shares of the issuer's common stock.

Remarks:

	/s/ Greg McCabe	04/05/2021
	** 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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