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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Lodzinski Frank Alan 110 CYPRESS STATION DR. SUITE 220 HOUSTON, TX 77090 |
X |
/s/ Frank A. Lodzinski | 09/22/2014 | |
**Signature of Reporting Person | Date |
* | 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) | Pursuant to the Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of August 1, 2014 (the ?Merger Agreement?), by and among Yuma Energy, Inc., a Delaware corporation (?Old Yuma?), Pyramid Oil Company, a California corporation (?New Yuma?), Pyramid Delaware Merger Subsidiary, Inc., and Pyramid Merger Subsidiary, Inc. (?Merger Sub?), Merger Sub merged with and into Old Yuma (the ?Merger?). Upon the effective time of the Merger, each share of Series B Preferred Stock of Old Yuma was cancelled and exchanged for 384.87 shares of New Yuma common stock. |
(2) | The Reporting Person disclaims beneficial ownership of any shares of New Yuma common stock held by Azure Energy, LLC, except to the extent of his pecuniary interest therein. |
(3) | Outstanding Old Yuma restricted stock awards were assumed by New Yuma pursuant to the Merger Agreement and replaced with New Yuma restricted stock awards. Each share of Old Yuma restricted stock was exchanged for approximately 757.34 shares of New Yuma restricted stock. |
(4) | The New Yuma restricted stock award vests on April 1, 2015. |