Sec Form 13D Filing - Weinzierl John A filing for U.S. Energy Corp. (USEG) - 2025-01-14

(b) The principal business address of the Reporting Persons is 1616 S Voss Rd, Suite 530, Houston, Texas 77057.

(c) The principal occupation of Mr. Weinzierl is an owner and executive of operating and capital financing companies in the energy industry. The principal business of the Trust is the management of trust assets. Mr. Weinzierl also serves as Chairman of the Board of Directors of the Issuer.The principal business of Katla is acquisition, management and disposition of energy-related investments.

(d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Weinzierl is a citizen of the United States. Katla is a Texas limited liability company. The Trust is a trust formed under the laws of the State of Texas.As discussed under Item 4 hereof, the Reporting Persons may be deemed to be members of a (group) within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act), comprised of the Reporting Persons and the following persons (the Separately Filing Group Members):Joshua L. Batchelor (Batchelor); Benjamin A. Stamets (Stamets); Sage Road Capital, LLC (Sage Road); Banner Oil & Gas, LLC (Banner); Woodford Petroleum, LLC (Woodford); Llano Energy LLC (Llano); Duane H. King (King); King Oil & Gas Company, Inc. (King Oil); Lee Hightower (Hightower); and Synergy Offshore LLC (Synergy).Mr. Weinzierl was also previously the indirect owner of 33-1/3% of the outstanding membership interests of Synergy, but which entity, and which shares held by such entity, he did not have voting or dispositive control over and which shares he therefore was not deemed to beneficially own and were not previously included in his beneficial ownership as disclosed throughout this Schedule 13D. On July 20, 2022, Synergy distributed all of the shares of Common Stock then-owned by Synergy to members of a limited liability company that owned 100% of Synergy, including 1,781,651 shares of Common Stock to Katla.As of the date of this Schedule 13D, Mr. King is the sole manager of Synergy. Synergy is currently a wholly owned subsidiary of Synergy Producing Properties, LLC (SPP). Mr. King is the sole manager of SPP; however, affiliates of Messrs. King and Katla (an affiliate of Mr. Weinzierl) are currently owners of SPP.It is the understanding of the Reporting Persons that the Separately Filing Group Members are filing separate Schedule 13Ds pursuant to Rule 13d-1(k)(2) under the Exchange Act addressing their respective statuses as members of a (group) with the Reporting Persons.

The Reporting Persons do not assume responsibility for the information contained in such Schedule 13Ds filed by the Separately Filing Group Members, except to the extent such information has been provided by the Reporting Persons. The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned or acquired by the Separately Filing Group Members other than Synergy.Item 3 of the Original Schedule 13D is hereby amended to add each of the following paragraphs below:On January 9, 2025, Synergy and USEG entered into a Purchase and Sale Agreement (the PSA). Pursuant to the PSA, Synergy agreed to sell to USEG certain assets covering certain properties in the State of Montana (the Assets), which consist of approximately 24,000 net operated acres located in the Kevin Dome structure. The purchase price for the Assets consists of: (i) $2.0 million of cash, subject to customary adjustments; (ii) 1,400,000 shares of USEG Common Stock; (iii) a (Carried Working Interest) consisting of USEG's commitment to cover and pay for 100% of Seller Costs (as defined below) attributable to the Seller Reserved Interest (as defined below) in the Assets during the Carry Period (as defined below); (iv) an agreement by USEG to pay Synergy 18% of cash amounts actually realized by, received by, or credited to USEG, directly or indirectly, at or following the closing (less any necessary incurred expenses), generated or resulting from or credited to USEG, directly or indirectly, pursuant to Section 45Q of 26 U.S.C. or any similar law or regulation allowing for benefits resulting from USEG's sequestration of carbon oxides or similar substances derived directly from the AMI (as defined below)(the Tax Credit Payments); and (v) an agreement by USEG to pay Synergy 18% of any gain received by USEG on any sale of an initial CO2 plant, including any expansions connected to the initial installation that processes production from withing the AMI in which USEG has a financial interest. The (Seller Reserved Interest) includes an undivided 20.0% of Synegy's rights, title and interest in the leases and lands and other assets and other excluded assets. The (Carry Period) is the closing date of the PSA through the date that is the earlier of (i) 78 months after the closing date, or (ii) the date the Seller Costs attributable to the Seller Reserved Interest total a maximum amount of $20.0 million (the Carry Amount). (Seller Costs) are the costs relating to drilling, completing, in-field gathering and storage, and equipping of any and all wells to the extent that such costs are chargeable to or payable by Synergy as further described under a Joint Operating Agreement naming USEG as the Operator (the JOA). Concurrently with the execution of the PSA, Synergy and USEG also entered into a Participation Agreement (the Participation Agreement), which establishes certain rights and obligations with respect to the Assets and an Area of Mutual Interest (AMI) surrounding the Assets.The foregoing summaries of the PSA and Participation Agreement are qualified by the terms of the PSA, including the form of Participation Agreement attached as an exhibit thereto, which are filed as Exhibit 8 to this Schedule 13D, and are incorporated by reference herein.

The information set forth in Item 3 is hereby incorporated by reference into this Item 4.The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Issuer and other relevant factors, the Reporting Persons may purchase additional securities of the Issuer or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions (including gifts) or otherwise.Except as may occur in the ordinary course of business of the Issuer and as discussed herein, the Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;(e) Any material change in the present capitalization or dividend policy of the Issuer;(f) Any other material change in the Issuer's business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or(j) Any action similar to any of those enumerated above (except as discussed below).The Reporting Persons retain the right to change their investment intent, and may, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into a plan or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law.Additionally, Mr. Weinzierl, in his capacity as Chairman of the Board of the Issuer, may from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations. Mr. Weinzierl also engages in discussions with management, directors and other stockholders of the Issuer that have in the past included, and in the future are expected to include, transactions with affiliates of the Reporting Person or their respective affiliates, which own or control interests in other assets that may be deemed of interest to the Issuer. These discussions include informal, exploratory discussions as well as asset evaluations and discussions regarding potential structuring matters associated with potential transactions as part of determining their feasibility for any proposal or plan by the Issuer or such Reporting Persons. Any such transactions would depend on various factors including, without limitation, the Issuer's financial position and strategic direction, price levels of the Common Stock, conditions in the securities market and general economic and industry conditions, as well as alternative opportunities available to the Reporting Persons with respect to assets owned or controlled by the Reporting Persons or their affiliates.Following the distribution of shares of Common Stock by Lubbock Energy Partners LLC, a Texas limited liability company (Lubbock), on July 19, 2022, Lubbock no longer owns any shares of Common Stock; however, Lubbock continues to have certain rights under the Nominating and Voting Agreement by virtue of its affiliates continuing to own more than 5% of the Issuer's outstanding shares of Common Stock (including Mr. Weinzierl and others as affiliates), and Mr. Weinzierl may cause Lubbock to exercise combined voting power with respect to the nomination of directors pursuant to the Nominating and Voting Agreement.As discussed above in Item 3, on January 9, 2025, Synergy and USEG entered into a Purchase and Sale Agreement. Pursuant to the PSA, Synergy agreed to sell to USEG certain assets covering certain properties in the State of Montana, which consist of approximately 24,000 net operated acres located in the Kevin Dome structure. The purchase price for the Assets consists of: (i) $2.0 million of cash, subject to customary adjustments; (ii) 1,400,000 shares of USEG Common Stock; (iii) a (Carried Working Interest) consisting of USEG's commitment to cover and pay for 100% of Seller Costs attributable to the Seller Reserved Interest in the Assets during the Carry Period; (iv) an agreement by USEG to pay Synergy 18% of cash amounts actually realized by, received by, or credited to USEG, directly or indirectly, at or following the closing (less any necessary incurred expenses), generated or resulting from or credited to USEG, directly or indirectly, pursuant to Section 45Q of 26 U.S.C. or any similar law or regulation allowing for benefits resulting from USEG's sequestration of carbon oxides or similar substances derived directly from the AMI; and (v) an agreement by USEG to pay Synergy 18% of any gain received by USEG on any sale of an initial CO2 plant, including any expansions connected to the initial installation that processes production from withing the AMI in which USEG has a financial interest. Concurrently with the execution of the PSA, Synergy and USEG also entered into a Participation Agreement (the Participation Agreement), which establishes certain rights and obligations with respect to the Assets and an Area of Mutual Interest (AMI) surrounding the Assets.The foregoing summaries of the PSA and Participation Agreement are qualified by the terms of the PSA, including the form of Participation Agreement attached as an exhibit thereto, which are filed as Exhibit 8 to this Schedule 13D, and are incorporated by reference into this Item 4.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference herein.(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.Item 3 of this Schedule 13D, which identifies the Reporting Persons and the Separately Filing Group Members and discloses the voting provisions of the Nominating and Voting Agreement, is incorporated herein by this reference thereto.Due to the terms of the Nominating and Voting Agreement, the Reporting Persons and Separately Filing Group Members may be deemed a group for the purposes of Section 13(d)(3) of the Exchange Act. The security interests reported in this Schedule 13D do not include security interests owned by the Separately Filing Group Members. The Separately Filing Group Members may file separate Schedule 13Ds reporting beneficial ownership of shares of Common Stock. The Reporting Persons assume no responsibility for the information contained in such Schedule 13Ds or any amendment thereto.The percentages of beneficial ownership disclosed in this Schedule 13D are based on an aggregate of 29,428,708 shares of Common Stock of the Issuer outstanding as of such date shares of Common Stock outstanding as of January 7, 2025, based on information furnished by the Issuer, together with the 1,400,000 shares issued to Synergy in the transactions described herein.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference herein.(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.Item 3 of this Schedule 13D, which identifies the Reporting Persons and the Separately Filing Group Members and discloses the voting provisions of the Nominating and Voting Agreement, is incorporated herein by this reference thereto.Due to the terms of the Nominating and Voting Agreement, the Reporting Persons and Separately Filing Group Members may be deemed a group for the purposes of Section 13(d)(3) of the Exchange Act. The security interests reported in this Schedule 13D do not include security interests owned by the Separately Filing Group Members. The Separately Filing Group Members may file separate Schedule 13Ds reporting beneficial ownership of shares of Common Stock. The Reporting Persons assume no responsibility for the information contained in such Schedule 13Ds or any amendment thereto.The percentages of beneficial ownership disclosed in this Schedule 13D are based on an aggregate of 29,428,708 shares of Common Stock of the Issuer outstanding as of such date shares of Common Stock outstanding as of January 7, 2025, based on information furnished by the Issuer, together with the 1,400,000 shares issued to Synergy in the transactions described herein.

(c) Except for their acquisitions and dispositions of shares of Common Stock disclosed in Item 3 of this Schedule 13D, none of the Reporting Persons have effected any transactions in the Common Stock during the past 60 days.

(d) Except as stated in this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock of the Issuer reported by this Schedule 13D.

(e) N/A.

The information in Item 3 is incorporated by reference herein in its entirety.None other than those agreements and understandings discussed above, and the standard form of Restricted Stock Award agreements evidencing the grant of Restricted Stock shares to Mr. Weinzierl.

1. Purchase and Sale Agreement between Lubbock Energy Partners LLC, as seller, and U.S. Energy Corp., as purchaser, dated as of October 4, 2021 (Filed as Exhibit 2.1 to the Current Report on Form 8-K (File No. 000-06814) filed by the Issuer with the Securities and Exchange Commission on October 6, 2021, and incorporated by reference herein). https://www.sec.gov/Archives/edgar/data/101594/000149315221024831/ex2-1.htm2. First Amendment to Purchase and Sale Agreements between Lubbock Energy Partners LLC; Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC; Synergy Offshore, LLC, and U.S. Energy Corp., dated as of October 25, 2021(Filed as Exhibit 2.4 to the Current Report on Form 8-K (File No. 000-06814) filed by the Issuer with the Securities and Exchange Commission on October 27, 2021, and incorporated by reference herein). https://www.sec.gov/Archives/edgar/data/101594/000149315221026536/ex2-4.htm3. Registration Rights Agreement dated January 5, 2022, by and between U.S. Energy Corp., Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano Energy LLC, Lubbock Energy Partners LLC and Synergy Offshore LLC (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No. 000-06814), filed with the SEC on January 10, 2022). https://www.sec.gov/Archives/edgar/data/101594/000149315222000753/ex10-1.htm4. Nominating and Voting Agreement dated January 5, 2022, by and between U.S. Energy Corp., Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano Energy LLC, Lubbock Energy Partners LLC and Synergy Offshore LLC (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No. 000-06814), filed with the SEC on January 10, 2022). https://www.sec.gov/Archives/edgar/data/101594/000149315222000753/ex10-2.htm5. Joint Filing Agreement of the Reporting Persons dated January 13, 2025.6. Form of U.S. Energy Corp. Notice of Restricted Stock Grant and Restricted Stock Grant Agreement (2021 Equity Incentive Plan) (non-executive director awards - January 2022) (incorporated by reference to Exhibit 10.13 to the Issuer's Current Report on Form 8-K/A (File No. 000-06814), filed with the SEC on January 21, 2022). https://www.sec.gov/Archives/edgar/data/101594/000149315222001952/ex10-13.htm7. U.S. Energy Corp. Form of Restricted Stock Grant Agreement (2022 Equity Incentive Plan) (filed on September 2, 2022, as Exhibit 4.3 to the Issuer's Registration on Form S-8 and incorporated herein by reference (File No. 333-267267).) https://www.sec.gov/Archives/edgar/data/101594/000149315222024990/ex4-3.htm8. Purchase and Sale Agreement, dated January 9, 2025, between U.S. Energy Corp. and Synergy Offshore, LLC (filed on January 10, 2025, as Exhibit 10.1 to the Form 8-K filed by U.S Energy Corp. and incorporated herein by reference). https://www.sec.gov/Archives/edgar/data/101594/000143774925000795/ex_762873.htm