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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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GIBBS WILLIAM C (Last) (First) (Middle) 2610 HILLSDEN DRIVE (Street) HOLLADAY UT 84117 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol American Sands Energy Corp. [ AMSE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2013
	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								9,835,700	I	By LLC

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(2)	$0.01	09/30/2013		J(2)		2,260,000		09/30/2013	09/30/2023	Common Stock	2,260,000	(2)	2,260,000	D
Options(3)	$0.5							07/31/2012	(3)	Common Stock	2,098,700		2,098,700	D
Warrants(4)	$0.01	09/30/2013		J(4)		3,260,000		09/30/2013	09/30/2023	Common Stock	3,260,000	$0.01	3,260,000	I	By LLC(4)
Preferred Series A Stock	$0.35	11/07/2013		C		38,336		11/07/2013	(5)	Common Stock	153,344	(6)	38,336	I	By LLC(1)
Warrants	$0.45	11/07/2013		C		38,336		11/07/2013	10/30/2018	Common Stock	38,336	(6)	38,336	I	By LLC(1)
Warrants	$0.7	11/07/2013		C		38,336		11/07/2013	10/30/2018	Common Stock	38,336	(6)	76,672	I	By LLC(1)

Explanation of Responses:

1. Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Utah limited liability company that beneficially owns 9,835,700 shares of common stock of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

2. Effective as of September 30, 2013, the Issuer entered into an Exchange Agreement with Mr. Gibbs which provides that the obligation of the Issuer to pay Mr. Gibbs outstanding salary of $1,049,349.54, accrued through December 31, 2012 ( the "Obligation"), was exchanged for a ten year warrant to purchase 2,260,000 shares of Common Stock of the Issuer at a price per share of $0.01.

3. Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs had the right to convert unpaid salary into equity of the Issuer at $0.50 per share. This right was terminated in the conversion to the warrant described in footnote (2) above.

4. Effective September 30, 2013, the Issuer entered into a Exchange Agreement with Hidden Peak Partners LC ("HPP") and exchanged the Issuer's 5% Convertible Promissory Note, dated January 24, 2012, in the original principal amount of US$1,446,551 originally issued by Green River Resources, Inc., the Issuer's subsidiary, to Bleeding Rock, LLC, and assigned to HPP on or about January 31, 2012) as amended by an Amendment to Convertible Promissory Note, dated as of August 9, 2012 and a Second Amendment to Convertible Note dated May 13, 2013, for a ten year warrant to purchase 3,260,000 shares of Common Stock of the Issuer at a price per share of $0.01. Mr. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

5. There is no expiration date.

6. The Series A Preferred Shares and Warrants were purchased from the Issuer in return for cancellation of a promissory note in the principal amount of $53,000, plus interest. Mr. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.

	/s/ Will Gibbs	12/18/2013
	** Signature of Reporting Person	Date
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