1. Name and Address of Reporting Person * |
Â
Unruh Ray L |
|
2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2014 |
3. Issuer Name and Ticker or Trading Symbol Armada Oil, Inc. [AOIL]
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C/O ARMADA OIL, INC., 5220 SPRING VALLEY ROAD, SUITE 615 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director |
_____ 10% Owner |
__X__ Officer (give title below) |
_____ Other (specify below) |
Secretary |
|
5. If Amendment, Date Original Filed(Month/Day/Year)
|
DALLAS, TX 75254 |
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 Beneficially Owned |
|
1.Title of Security (Instr. 4) |
2. Amount of Securities Beneficially Owned (Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) |
4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock
|
750,000
(1)
|
D
|
Â
|
Common Stock
|
2,158,385
(1)
|
I
|
By Unruh & Unruh Properties Ltd
(2)
|
Common Stock
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220,412
(1)
|
I
|
By Ray L. Unruh Profit Sharing Plan
(3)
|
Common Stock
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89,920
(1)
|
I
|
By Ray L. Unruh Profit Sharing Plan
(3)
|
|
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Statutory Options
|
04/19/2013 |
04/01/2018 |
Common Stock
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50,000
(4)
|
$
0.4
|
D
|
Â
|
Option to Purchase Outstanding Common Stock
|
Â
(5)
|
06/01/2015 |
Common Stock
|
720,000
|
$
0.25
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
Direct ownership includes 30,000 shares under a restricted stock grant which was assumed by the Issuer under an Asset Acquisition Agreement (the "Acquisition Agreement") between the Issuer and Mesa Energy Holdings, Inc. ("Mesa"). The grant was made under the Issuer's 2012 Long-Term Incentive Plan and the shares are fully vested. The remaining shares represent shares of Issuer's common stock that were issued in exchange for shares of Mesa common stock pursuant to the Acquisition Agreement. |
(2) |
Mr. Unruh is the President of the General Partner of Unruh & Unruh Properties Ltd. and has voting and investment control with respect to the shares held by this entity. |
(3) |
Mr. Unruh is a trustee of Ray L. Unruh Profit Sharing Plan (the "Plan") and has voting and investment control with respect to the shares held by the Plan. |
(4) |
The options were granted on April 19, 2013 and are fifty percent vested. The balance of the shares will be vested on April 19, 2014. |
(5) |
This is an option to purchase outstanding common stock of the Issuer held by Randy Griffin and issued by Ray Unruh, pursuant to the agreement between the parties dated August 16, 2013. |