Edgar Filing: TORCHLIGHT ENERGY RESOURCES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DULIN ROBERT KENNETH

2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [TRCH]

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

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

(Last)

(First)

(Middle)

8449 GREENWOOD DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015

(Street)

NIWOT, CO 80503

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Promissory Note

$ 0.25

04/01/2015

04/01/2015⁽¹⁾

09/30/2015

Common Stock

540,000

⁽²⁾

See footnote ⁽³⁾

Warrants

$ 0.5

04/01/2015

135,000

04/01/2015

04/01/2018

Common Stock

135,000

⁽²⁾

135,000

See footnote ⁽³⁾

Series A Convertible Preferred Stock

$ 1.15

06/09/2015

2,700

06/09/2015

06/08/2016

Common Stock

234,782

$ 100

2,700

See footnote ⁽³⁾

Warrants

$ 1.4

06/09/2015

46,957

06/09/2015

06/09/2020

Common Stock

46,957

⁽⁴⁾

46,957

See footnote ⁽³⁾

Series A Convertible Preferred Stock

$ 1.15

06/09/2015

1,667

06/09/2015

06/08/2016

Common Stock

144,927

$ 100

1,667

See footnote ⁽⁵⁾

Warrants

$ 1.4

06/09/2015

28,985

06/09/2015

06/09/2020

Common Stock

28,985

⁽⁴⁾

28,985

See footnote ⁽⁵⁾

Series A Convertible Preferred Stock

$ 1.15

06/09/2015

2,333

06/09/2015

06/08/2016

Common Stock

202,898

$ 100

2,333

See footnote ⁽⁶⁾

Warrants

$ 1.4

06/09/2015

40,580

06/09/2015

06/09/2020

Common Stock

40,580

⁽⁴⁾

40,580

See footnote ⁽⁶⁾

Warrants

$ 0.5

05/04/2015

125,000

05/04/2015

05/04/2018

Common Stock

125,000

⁽⁷⁾

125,000

See footnote ⁽⁸⁾

Warrants

$ 2.31

07/01/2015

250,000

09/30/2015⁽⁹⁾

07/01/2018

Common Stock

250,000

⁽¹⁰⁾

250,000

See footnote ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DULIN ROBERT KENNETH 8449 GREENWOOD DRIVE NIWOT, CO 80503		X

Signatures

/s/ Robert Kenneth Dulin		07/06/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Under the terms of the promissory note, the holder may not convert any portion of the note until such time that approval is obtained from the stockholders of the issuer authorizing the conversion rights thereunder.
(2)	Sawtooth (as defined below) lent the issuer $150,000 pursuant to a 12% convertible promissory note due September 30, 2015. In connection therewith, the issuer issued Sawtooth 150,000 warrants.
(3)	This transaction was effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% pecuniary interest in securities held by Sawtooth. The amount of securities reported in this transaction represents Mr. Dulin's 90% pecuniary interest in the securities. The other 10% pecuniary interest of Sawtooth is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.
(4)	As part of the sale of Series A Convertible Preferred Stock, the issuer provided each investor 20% warrant coverage.
(5)	This transaction was effected by Black Hills Properties, LLLP ("Black Hills"). Mr. Dulin is the Managing Partner of Black Hills and holds a 1/3 pecuniary interest in securities held by Black Hills. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.
(6)	This transaction was effected by Pine River Ranch, LLC ("Pine River"). Mr. Dulin is the Managing Member of Pine River and holds a 1/3 pecuniary interest in securities held by Pine River. The amount of securities reported in this transaction represents Mr. Dulin's 1/3 pecuniary interest in the securities.
(7)	Pandora (as defined below) purchased a working interest in certain oil and gas properties of the issuer for a purchase price of $500,000. As part of the transaction, on May 4, 2015 the issuer's Board of Directors authorized issuing Pandora 250,000 warrants.
(8)	This transaction was effected by Pandora Energy, LP ("Pandora"). Mr. Dulin is the General Partner of Pandora and holds a 50% pecuniary interest in securities held by Pandora. The amount of securities reported in this transaction represents Mr. Dulin's 50% pecuniary interest in the securities. The other 50% pecuniary interest of Pandora is held by his wife, for which Mr. Dulin disclaims beneficial ownership for purposes of Section 16 or for any other purpose.
(9)	Of the 500,000 warrants issued (see Note 10 below), 250,000 are exercisable on September 30, 2015 and the remaining 250,000 are exercisable on December 31, 2015.
(10)	As part of the final terms and conditions of Pandora's purchase of a working interest in certain oil and gas properties of the issuer, the issuer issued Pandora 500,000 warrants.

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