| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 188,913(1) | D(2) | ||||||||
| Common Stock | 10/28/2025 | J(3) | 332,329 | A | $0(3) | 2,359,728(1) | D(4) | |||
| Common Stock | 10/28/2025 | J(3) | 1,400,000 | D | $0(3) | 0(1) | I | By Synergy Offshore LLC(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| 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 ("Common Stock"), held by Mr. Duane H. King. 20,000 of such shares of Common Stock are restricted shares that remain subject to time-based vesting on January 1, 2026, and recipient's continued service to the Issuer. |
| 3. On October 28, 2025, Synergy Offshore LLC distributed all 1,400,000 shares of Common Stock owned by it to Synergy Producing Properties, LLC ("SPP"), and SPP distributed all of such shares to its members, including 332,329 shares to King Oil. Such shares were distributed without payment of any additional consideration. As a result of such distribution, each of Mr. King and King Oil beneficially own less than 10% of the outstanding shares of Common Stock, and Synergy Offshore, LLC is no longer part of a 10% owner group. |
| 4. Represents shares of Common Stock, $0.01, 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 and ownership interests in King Oil. Mr. King disclaims beneficial ownership other than to the extent of his pecuniary interest therein. |
| 5. Represents shares of Common Stock previously held by Synergy Offshore LLC, which is 100% owned by SPP. The shares previously held directly by Synergy Offshore LLC may be deemed to be beneficially owned by Mr. King and King Oil based on certain member rights in SPP. Mr. King disclaims beneficial ownership other than to the extent of his pecuniary interest therein. |
| Remarks: |
| By virtue of being party to a Nominating and Voting Agreement, dated as of January 5, 2022, as amended September 16, 2023 (the "Voting Agreement"), Mr. King 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 | 10/30/2025 | |
| /s/ Duane H. King, Chief Executive Officer of King Oil and Gas Company, Inc. | 10/30/2025 | |
| /s/ Duane H. King, Chief Executive Officer of Synergy Offshore LLC | 10/30/2025 | |
| ** 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. | ||