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Filing Details

Accession Number:: 0001078782-13-001356
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-07-15 19:49:04
Reporting Period:: 2012-11-08

Filing Date:: 2013-07-15
Accepted Time:: 2013-07-15 19:49:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1431959	Torchlight Energy Resources Inc	TRCH	Crude Petroleum & Natural Gas (1311)	743237581

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1577874	Kenneth Robert Dulin	8449 Greenwood Drive Niwot CO 80503		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-11-29	7,000	$2.09	57,000	No	4	P	Direct
Common Stock	Acquisiton	2012-12-07	1,000	$2.39	58,000	No	4	P	Direct
Common Stock	Acquisiton	2012-12-11	1,000	$2.35	59,000	No	4	P	Direct
Common Stock	Acquisiton	2012-12-14	1,000	$2.18	60,000	No	4	P	Direct
Common Stock	Acquisiton	2012-12-17	100	$2.18	60,100	No	4	P	Direct
Common Stock	Acquisiton	2012-12-17	900	$2.25	61,000	No	4	P	Direct
Common Stock	Acquisiton	2012-12-24	2,430	$2.00	461,587	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-07	700	$2.38	199,900	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-07	300	$2.39	200,200	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-07	800	$2.38	201,000	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-07	200	$2.35	201,200	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-07	1,000	$2.38	202,200	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-11	2,000	$2.30	204,200	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-11	1,900	$2.22	206,100	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-11	100	$2.25	206,200	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-11	1,400	$2.35	207,600	No	4	P	Indirect	SEE FOOTNOTE
Common Stock	Acquisiton	2012-12-11	600	$2.30	208,200	No	4	P	Indirect	SEE FOOTNOTE

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE
No	4	P	Indirect	SEE FOOTNOTE

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	CONVERTIBLE PROMISSORY NOTE	Disposition	2012-12-18	1	$0.00	38,571	$1.75
Common Stock	CONVERTIBLE PROMISSORY NOTE	Disposition	2012-12-18	1	$0.00	14,286	$1.75
Common Stock	12% SERIES A CONVERTIBLE PROMISSORY NOTE	Acquisiton	2012-12-18	1	$0.00	92,571	$1.75
Common Stock	12% SERIES A CONVERTIBLE PROMISSORY NOTE	Acquisiton	2012-12-18	1	$0.00	10,000	$1.75
Common Stock	12% SERIES A CONVERTIBLE PROMISSORY NOTE	Acquisiton	2012-12-18	1	$0.00	34,286	$1.75
Common Stock	SERIES A WARRANTS	Acquisiton	2012-12-18	18,514	$0.00	18,514	$2.00
Common Stock	SERIES A WARRANTS	Acquisiton	2012-12-18	2,000	$0.00	2,000	$2.00
Common Stock	SERIES A WARRANTS	Acquisiton	2012-12-18	6,857	$0.00	6,857	$2.00
Common Stock	WARRANTS	Acquisiton	2012-12-18	92,571	$0.00	92,571	$1.75
Common Stock	WARRANTS	Acquisiton	2012-12-18	10,000	$0.00	10,000	$1.75
Common Stock	WARRANTS	Acquisiton	2012-12-18	34,286	$0.00	34,286	$1.75
Common Stock	WARRANTS	Acquisiton	2012-12-18	92,571	$0.00	92,571	$2.00
Common Stock	WARRANTS	Acquisiton	2012-12-18	10,000	$0.00	10,000	$2.00
Common Stock	WARRANTS	Acquisiton	2012-12-18	34,286	$0.00	34,286	$2.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2012-08-26	2013-06-30	No	4	J	Indirect
0	2012-08-26	2013-06-30	No	4	J	Indirect
1	2013-06-18	2015-03-31	No	4	J	Indirect
1	2013-06-18	2015-03-31	No	4	J	Indirect
1	2013-06-18	2015-03-31	No	4	J	Indirect
18,514	2012-12-18	2017-12-31	No	4	J	Indirect
2,000	2012-12-18	2017-12-31	No	4	J	Indirect
6,857	2012-12-18	2017-12-31	No	4	J	Indirect
92,571	2012-12-18	2016-12-18	No	4	J	Indirect
10,000	2012-12-18	2016-12-18	No	4	J	Indirect
34,286	2012-12-18	2016-12-18	No	4	J	Indirect
92,571	2012-12-18	2016-12-18	No	4	J	Indirect
10,000	2012-12-18	2016-12-18	No	4	J	Indirect
34,286	2012-12-18	2016-12-18	No	4	J	Indirect

Footnotes

These transactions were effected by Sawtooth Properties, LLLP ("Sawtooth"). Mr. Dulin is the Managing Partner of Sawtooth and holds a 90% indirect pecuniary interest in Sawtooth. Accordingly, the amount of securities shown in connection with this transaction represents 90% of its security interest.
Mr. Dulin is the trustee or custodian of certain trust/custodial accounts. All the beneficiaries of these accounts are members of Mr. Dulin's immediate family. Accordingly, the pecuniary interest of these immediate family members is attributed to Mr. Dulin.
These transactions were effected by a limited liability limited partnership ("LLLP2"). Mr. Dulin is the Managing Partner of LLLP2 and holds a 1/3 indirect pecuniary interest in LLLP2. Accordingly, the amount of securities shown in connection with this transaction represents 1/3 of its security interest.
These transactions were effected by a limited liability company ("LLC1"). Mr. Dulin is the Managing Member of LLC1 and holds a 1/3 indirect pecuniary interest in LLC1. Accordingly, the amount of securities shown in connection with this transaction represents 1/3 of its security interest.
Sawtooth and LLC1 each exchanged their convertible promissory note with a principal amount of $75,000 for that amount of principal in a new 12% Series A Secured Convertible Promissory Note (see below).
Sawtooth, LLLP2 and LLC1 exchanged certain promissory notes for 12% Series A Secured Convertible Promissory Notes (the "Series A Notes"). The principal amount of the Series A Note received by Sawtooth, LLLP2 and LLC1 is $180,000, $52,500 and $180,000, respectively, which is the same aggregate principal amount of the promissory notes respectively exchanged by each entity. The Series A Note of Sawtooth, LLLP2 and LLC1 are convertible into 102,857, 30,000 and 102,857 shares of common stock, respectively. In February 2013, the due date of each of these Series A Notes was extended from December 31, 2014 to March 31, 2015.
The Series A Notes (described above) were issued as part of a unit that also included Series A Warrants to purchase common stock, and Sawtooth, LLLP2 and LLC1 received 20,571, 6,000 and 20,571 Series A Warrants, respectively.
As consideration for agreeing to release certain collateral, the Issuer issued 102,857 warrants to Sawtooth, 30,000 warrants to LLLP2 and 102,857 warrants to LLC1.
As consideration for agreeing to release certain collateral, the Issuer issued 102,857 warrants to Sawtooth, 30,000 warrants to LLLP2 and 102,857 warrants to LLC1.