13G Filing: Vertex One Asset Management and Lilis Energy Inc. (LLEX)

Cusip No. 53240320113GPage 2 of 9 pages

Cusip No. 53240320113GPage 3 of 9 pages

Cusip No. 53240320113GPage 4 of 9 pages

Cusip No. 53240320113GPage 5 of 9 pages

Schedule 13G

Common Stock

CUSIP No. 532403201

Item 1(a) Name of Issuer:

 Lilis Energy, Inc. (the “Issuer”)

Item 1(b) Address of Issuer’s Principal Executive Offices:

300 East Sonterra, Blvd. Suite 1220

San Antonio, TX 78258

Item 2(a) Name of Person filing:

 The following “Reporting Persons”:

 John Thiessen

 Vertex One Asset Management, Inc. (“Vertex One”)

 Vertex Fund

Item 2(b) Address of Principal Business Office or, if None, Residence:

 c/o Vertex One Asset Management, Inc.

 1177 W. Hastings St #1920

Vancouver, BC  V6E 2K3

 Canada

Item 2(c) Citizenship:

Please refer to Item 4 on each cover sheet for each filing person.

Item 2(d) Title of Class of Securities:

Common Stock, par value $0.0001 per share

Item 2(e) CUSIP Number: 532403201

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Item 3.

Not applicable

Item 4 Ownership.

The 7,029,243 shares of Common Stock reported as beneficially owned by Vertex One and John Thiessen are all shares held by persons in respect of which Vertex One acts as fund manager; Mr. Thiessen is the principal of Vertex One with discretionary control over the assets of such persons.  Vertex One is a corporation formed and operating under the laws of British Columbia, Canada.

The approximate percentages of shares of common stock reported as beneficially owned by the Reporting Persons are based upon 49,940,469 shares of Common Stock outstanding as of April 26, 2017 based on the Issuer’s Form S-1 filed with the Securities and Exchange Commission on April 27, 2017 (the “Registration Statement”).  This number assumes that no shares have been issued pursuant to the Registration Statement.  

Please see Items 5, 6, 7, 8, 9 and 11 for each cover sheet for each Reporting Person.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act.  Each Reporting Person disclaims the existence of a “group” and, except as set forth below, disclaims beneficial ownership of all shares of Common Stock or securities convertible into or exercisable for Common Stock other than any shares or other securities reported herein as being directly owned by it or him, as the case may be.  Each of the Reporting Persons states that it or he, as the case may be, is included in this filing solely for the purpose of presenting information with respect to the beneficial ownership of the shares of Common Stock and disclaims any knowledge, except as hereinafter expressly set forth, as to any statements made herein on behalf of any other Reporting Person. Each Reporting Person is signing this statement only as to information with respect to, or furnished by, such Reporting Person, and makes no representation as to information furnished by any other Reporting Person.

Item 5 Ownership of Five Percent or Less of a Class.

Not applicable

Item 6 Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

Item 8 Identification and Classification of Members of the Group.

Not applicable.

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Item 9 Notice of Dissolution of Group.

Not applicable

Item 10 Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Signature:

Dated: May 5, 2017

John Thiessen

By:  /s/ John Thiessen

Vertex One Asset Management, Inc.

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager

Vertex Fund

By Vertex One Asset Management, Inc.,

its Fund Manager

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager

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INDEX TO EXHIBITS

EXHIBIT A Joint Filing Agreement

EXHIBIT B Power of Attorney

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the Common Stock beneficially owned by each of them of Lilis Energy, Inc.. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 5th day of May, 2017.

John Thiessen

By:  /s/ John Thiessen

Vertex One Asset Management, Inc.

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager

Vertex Fund

By Vertex One Asset Management, Inc.,

its Fund Manager

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager

EXHIBIT B

Power of Attorney

The undersigned hereby make, constitute and appoint Martin Lang, acting individually, with full power of substitution, the true and lawful attorney-in-fact for the undersigned, in the undersigned’s name, place and stead and on the undersigned’s behalf, to complete, execute and file with the United States Securities and Exchange Commission (the “Commission”), a statement on Schedule 13G with respect to the securities of Lilis Energy, Inc., a Nevada corporation, and any and all amendments thereto pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and any other forms, certificates, documents or instruments (including a Joint Filing Agreement) that the attorneys-in-fact (or either of them) deem(s) necessary or appropriate in order to enable the undersigned to comply with the requirements of said Section 13(d) and said rules and regulations.

This Power of Attorney shall remain in effect for a period of two years from the date hereof or until such earlier date as a written revocation thereof is filed with the Commission.

IN WITNESS WHEREOF, the undersigned hereby execute this Power of Attorney as of the 5^th day of May, 2017.

John Thiessen

By:  /s/ John Thiessen

Vertex One Asset Management, Inc.

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager

Vertex Fund

By Vertex One Asset Management, Inc.,

its Fund Manager

By:  /s/ John Thiessen

Name: John Thiessen

Title: Director and Portfolio Manager