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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 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 | |
DeCubellis Kenneth 110 NORTH 5TH STREET SUITE 410 MINNEAPOLIS, MN 55403 |
X | |||
Black Ridge Oil & Gas, Inc. 110 NORTH 5TH STREET, SUITE 410 MINNEAPOLIS, MN 55403 |
X |
/s/ Kenneth DeCubellis | 08/12/2020 | |
**Signature of Reporting Person | Date | |
/s/ Kenneth DeCubellis, as CEO and Interim CFO of Black Ridge Oil & Gas, Inc. | 08/12/2020 | |
**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) | Mr. DeCubellis, as Chief Executive Officer and Interim Chief Financial Officer of Black Ridge Oil & Gas, Inc. ("Black Ridge") exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest. |
(2) | On August 10, 2020 Black Ridge distributed 436,002 shares of its holdings of the Issuer's shares to officers, directors and certain employees pursuant to the 2018 Stock Management Incentive Plan dated March 6, 2018 (the "MIP"). |
(3) | The sale of the Issuer's shares reflected in Column 4 was made pursuant to a Rule 10b5-1 trading plan entered into by Black Ridge on June 15, 2020. Of the shares sold, 101,098 shares were sold on behalf of the employees in order to cover payroll tax withholdings and the remaining 11,902 shares were sold by Black Ridge to fund the employer's portion of payroll taxes, each in connection with the distributions pursuant to the MIP, as discussed in footnote (2) above. |