Filing Details

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CUSIP NO. 030910 20 2

13D

Page 2 of 10 pages

 

1	NAMES OF REPORTING PERSONS
	Empire Petroleum Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			3,718,064
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			3,718,064
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,718,064
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	40.66%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP NO. 030910 20 2

13D

Page 5 of 10 pages

 

1	NAMES OF REPORTING PERSONS
	J. Ryan Sacra
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☒
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			371,808
		8	SHARED VOTING POWER
			3,718,064
		9	SOLE DISPOSITIVE POWER
			371,808
		10	SHARED DISPOSITIVE POWER
			3,718,064
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,718,064
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	[•]%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

 

CUSIP NO. 030910 20 2

13D

Page 6 of 10 pages

 

CUSIP NO. 030910 20 2

13D

Page 7 of 10 pages

 

 

(a)	J. Ryan Sacra owns own 10% of the equity interest of Empire Holdings.

(b)	The business address of Mr. Sacra is 4000 One Williams Center, Tulsa, OK 74172.

(c)	Mr. Sacra's principal occupation is serving as a partner of Conner & Winters, LLP, a corporate law firm, which is located at 4000 One Williams Center, Tulsa, OK 74172.

(d)	Mr. Sacra has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)

Mr. Sacra has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding, been 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. Sacra is a citizen of the United States of America.

 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On December 30, 2014, Empire Holdings purchased 3,718,064 shares of the Company's Common Stock for an aggregate purchase price of $300 using personal funds contributed to Empire Holdings by Messrs. Whorton, Morrisett and Sacra.

On December 1, 2017, as compensation for serving as the Company's President and on the Company's Board of Directors, the Company granted Mr. Morrisett a warrant to purchase 500,000 shares of the Company's Common Stock at an exercise price of $0.25 per share, which is immediately exercisable and expires December 31, 2021.

 

ITEM 4.  PURPOSE OF TRANSACTION

Empire Holdings purchased and currently holds the shares of the Company's Common Stock, as described herein, for investment purposes.

Other than as described below, as of December 1, 2017, Empire Holdings does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.

On December 30, 2014, each of Albert E. Whitehead, the Company's Chief Executive Officer and the Chairman of the Board, and Montague H. Hackett, Jr., a member of the Company's Board of Directors, transferred and assigned all of the Common Stock owned by them to Empire Holdings.  In connection with such transaction, each of Montague H. Hackett, Jr. and Kevin R. Seth resigned from the Board of Directors effective as of January 16, 2015 and Albert E. Whitehead appointed two designees of Empire Holdings to fill such vacancies effective as of January 19, 2015.  Empire Holdings designated J. C. Whorton, Jr., and Michael R. Morrisett to be appointed to the Board.    Albert E. Whitehead resigned from the Company's Board of Directors effective as of January 20, 2015.  The resignations of Messrs. Whitehead, Hackett and Seth are not the result of any disagreement with the Company.  This change in the composition of the Board resulted in a change in control of the Board.  For more information regarding this change in the composition of the Board, please see the Company's Information Statement on Schedule 14f-1 filed with the Securities and Exchange Commission on December 31, 2014.

From time to time in the past, the Company has granted options to the members of the Board as compensation for serving on the Board.  Although there were no current plans or intentions to award options to Messrs. Whorton and Morrisett once they become members of the Company's Board of Directors as of December 30, 2014, it is likely that such awards could occur in the future.

 

 

CUSIP NO. 030910 20 2

13D

Page 8 of 10 pages

 

 

Mr. Morrisett holds the shares of the Company's Common Stock, as described herein, for investment purposes.

Mr. Morrisett does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D.

 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

(a)

Empire Holdings is the beneficial owner of 3,718,064 shares of Common Stock and 40.66% of the total issued and outstanding shares of Common Stock.

(b)

The responses of Empire Holdings to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

The responses to Item 3 of this Schedule 13D are incorporated herein by reference.

(d)

Not applicable.

(e)	Not applicable.

(a)

Mr. Whorton is the beneficial owner of 3,718,064 shares of Common Stock and 40.66% of the total issued and outstanding shares of Common Stock.  This number of 3,718,064 shares of Common Stock includes 2,044,936 shares of Common Stock owned by Empire Holdings, in which Mr. Whorton disclaims beneficial ownership.

(b)

The responses of Mr. Whorton to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

The responses to Item 3 of this Schedule 13D are incorporated herein by reference.

(d)

Not applicable.

(e)	Not applicable.

(a)

Mr. Morrisett is the beneficial owner of 4,218,064 shares of Common Stock and 46.13% of the total issued and outstanding shares of Common Stock.  This number of 4,218,064 shares of Common Stock includes 2,044,936 shares of Common Stock owned by Empire Holdings, in which Mr. Morrisett disclaims beneficial ownership.

(b)

The responses of Mr. Morrisett to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

The responses to Item 3 of this Schedule 13D are incorporated herein by reference.

(d)

Not applicable.

(e)	Not applicable.

(a)

Mr. Sacra is the beneficial owner of 3,718,064 shares of Common Stock and 40.66% of the total issued and outstanding shares of Common Stock.  This number of 3,718,064 shares of Common Stock includes 3,346,256 shares of Common Stock owned by Empire Holdings, in which Mr. Sacra disclaims beneficial ownership.

(b)

The responses of Mr. Sacra to Items 7-11 of the cover page of this Schedule 13D are incorporated herein by reference.

(c)

The responses to Item 3 of this Schedule 13D are incorporated herein by reference.

(d)

Not applicable.

(e)	Not applicable.

 

CUSIP NO. 030910 20 2

13D

Page 9 of 10 pages

 

 

 

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Not applicable, other than with respect to an operating agreement entered into by and among Messrs. Whorton, Morrisett and Sacra regarding the business and affairs of Empire Holdings.

 

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

Not applicable.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CUSIP NO. 030910 20 2

13D

Page 10 of 10 pages