Weinzierl Group Amends U.S. Energy Corp. Filing

TL;DR

Weinzierl group updated their 13D for USEG - ownership changes incoming?

AI Summary

On April 10, 2024, John A. Weinzierl, along with associated entities like Katla Energy Holdings LLC and Lubbock Energy Partners LLC, filed an amendment (Amendment No. 2) to their Schedule 13D for U.S. Energy Corp. This filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in the provided text.

Why It Matters

This filing signals a potential shift in control or strategy for U.S. Energy Corp., as significant stakeholders are updating their ownership disclosures.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• John A. Weinzierl (person) — Filing party and beneficial owner
• Katla Energy Holdings LLC (company) — Group member filing amendment
• Lubbock Energy Partners LLC (company) — Group member filing amendment
• U.S. Energy Corp. (company) — Subject company
• JOHN ALFRED WEINZIERL 2020 TRUST, U/T/A NOVEMBER 10, 2020 (company) — Group member filing amendment
• WALLIS T. MARSH (person) — Group member
• WDM FAMILY PARTNERSHIP, LP (company) — Group member
• WDM GP, LLC (company) — Group member

FAQ

Key Financial Figures

• $0.01 — Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o

Filing Documents

• wein20240410c_sc13da.htm (SC 13D/A) — 175KB
• ex_651883.htm (EX-5) — 11KB
• ex_651948.htm (EX-8) — 24KB
• 0001437749-24-011651.txt ( ) — 212KB

Security and Issuer

Item 1. Security and Issuer This Statement relates to the common stock, $0.01 par value per share (the " Common Stock "), of U.S. Energy Corp., a Delaware corporation (the " Issuer " or the " Company "). The principal executive offices of the Issuer are located at 1616 S. Voss Rd., Suite 725, Houston, Texas, 77057.

Identity and Background

Item 2. Identity and Background

of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows

Item 2 of the Original Schedule 13D is hereby amended and restated to read in its entirety as follows: (a) This Schedule 13D is being filed by John A. Weinzierl, an individual, Katla Energy Holdings LLC, a Texas limited liability company (" Katla "), the John Alfred Weinzierl 2020 Trust, u/t/a November 10, 2020 (the " Trust "), Lubbock Energy Partners LLC, a Texas limited liability company (" Lubbock "), Wallis T. Marsh, an individual, WDM GP, LLC, a Texas limited liability company (" WDM GP "), WDM Family Partnership, LP, a Texas limited partnership (" WDMFP " and together with Mr. Weinzierl, Katla, the Trust, Lubbock, Mr. Marsh, WDM GP and WDMFP, the " Reporting Persons "). Mr. Weinzierl is the Chief Executive Officer and a Manager of Lubbock and therefore may be deemed to beneficially own (and have shared voting and dispositive power over) the shares of Common Stock previously held by Lubbock and Lubbock's rights under the Nominating and Voting Agreement (as described in this Schedule 13D). Mr. Marsh is the Manager of Lubbock and therefore may be deemed to beneficially own (and have shared voting and dispositive power over) the shares of Common Stock previously held by Lubbock and Lubbock's rights under the Nominating and Voting Agreement (as described in this Schedule 13D). Following a distribution of all of the shares of Common Stock by Lubbock on July 19, 2022, Lubbock no longer owns any shares of Common Stock; however, Lubbock continues to have certain nominating rights under a Nominating and Voting Agreement (as described herein) by virtue of its affiliates continuing to own more than 5% of the Issuer's outstanding shares of Common Stock, which rights it may exercise on behalf of its affiliates (including Mr. Weinzierl and Mr. Marsh). Mr. Weinzierl is the sole member and Managing Member of Katla and therefore may be deemed to beneficially own (and have shared voting and dispositive power over) the shares of Common Stock held by Katla. Mr. Weinzierl is the

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

of the Original Schedule 13D is hereby amended to add each of the following paragraphs below

Item 3 of the Original Schedule 13D is hereby amended to add each of the following paragraphs below: On January 5, 2023, the Issuer granted Mr. Weinzierl 97,826 shares of restricted Common Stock, which vested to Mr. Weinzierl at the rate of of such shares on each of July 5, 2023 and January 5, 2024. On March 19, 2024, the Issuer granted Mr. Weinzierl 120,000 shares of restricted Common Stock which vest to Mr. Weinzierl at the rate of of such shares on each of June 2, 2024 and January 2, 2025, subject to Mr. Weinzierl's continued service with the Company. On April 8, 2024, John A. Weinzierl, Trustee of the Trust, and WDMFP, entered into a Property Exchange Agreement (the " Exchange Agreement "). Pursuant to the Exchange Agreement, and effective on April 8, 2024, the Trust exchanged a 33% membership interest in Kona Legacy I, LLC, a Texas limited liability company, for 3,124,893 shares of Common Stock of the Issuer held by WDMFP. Consequently, WDMFP does not beneficially own any shares of Common Stock as of the date of this Amendment. * * * * * On January 5, 2022 (the " Closing Date "), the Company closed the acquisitions (the " Closing ") contemplated by those certain three separate Purchase and Sale Agreements (as amended to date, the " Purchase Agreements "), previously entered into by the Company on October 4, 2021, with each of (a) Lubbock; (b) Banner Oil & Gas, LLC, Woodford Petroleum, LLC and Llano Energy LLC (collectively, " Banner "), and (c) Synergy (Synergy, collectively with Lubbock and Banner, the " Sellers "). Lubbock is beneficially owned by Mr. John A. Weinzierl (the Company's Chairman) and Mr. Wallis T. Marsh, due to their status as Chief Executive Officer and Manager, and Manager, respectively, of Lubbock. Synergy may be deemed to be beneficially owned by Mr. Duane H. King (one of the Company's Directors) and Mr. Lee Hightower due to their status as Chief Executive Officer and Manager and President and Manager, respectively, of Synergy, and as

Purpose of the Transaction

Item 4. Purpose of the Transaction 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 Company and as discussed belo

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View this SC 13D/A filing on SEC EDGAR