Weinzierl Group Ups Stake in US Energy Corp to 10.1%

TL;DR

WEINZIERL GROUP NOW OWNS 10.1% OF US ENERGY CORP - BIG MOVES AHEAD?

AI Summary

On June 25, 2024, John A. Weinzierl, through entities including Katla Energy Holdings LLC and the John Alfred Weinzierl 2020 Trust, filed an amendment to their Schedule 13D. This filing indicates a change in beneficial ownership of U.S. Energy Corp. common stock, with the group now holding 10.1% of the outstanding shares.

Why It Matters

This filing signals a significant increase in a major shareholder's stake in U.S. Energy Corp, potentially indicating a desire for greater influence or a strategic shift.

Risk Assessment

Risk Level: medium — Increased stake by a significant holder can lead to activism or strategic changes, introducing uncertainty.

Key Numbers

• 10.1% — Beneficial Ownership (Percentage of U.S. Energy Corp. common stock now held by the Weinzierl group.)
• June 25, 2024 — Filing Date (Date of the Schedule 13D/A amendment filing.)

Key Players & Entities

• John A. Weinzierl (person) — Filing person and beneficial owner
• Katla Energy Holdings LLC (company) — Group member and beneficial owner
• John Alfred Weinzierl 2020 Trust (company) — Group member and beneficial owner
• U.S. Energy Corp. (company) — Subject company
• 10.1% (percentage) — Percentage of U.S. Energy Corp. common stock beneficially owned by the group

FAQ

Key Financial Figures

• $0.01 — Corp. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $2 million — nsideration to Synergy will include (i) $2 million in cash, subject to certain adjustments
• $12,500,000.00 — to the Retained Working Interest total $12,500,000.00 (the " Carry Amount "). " SOG Costs " a

Filing Documents

• wein20240627_sc13da.htm (SC 13D/A) — 107KB
• ex_693402.htm (EX-5) — 6KB
• ex_693582.htm (EX-8) — 56KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-24-021454.txt ( ) — 177KB

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 (i) John A. Weinzierl, an individual, (ii) Katla Energy Holdings LLC, a Texas limited liability company (" Katla "), and (iii) the John Alfred Weinzierl 2020 Trust, u/t/a November 10, 2020 (the " Trust ")(the Trust, together with Mr. Weinzierl and Katla, the " Reporting Persons "). 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 Trustee of the Trust and therefore may be deemed to beneficially own (and have shared voting and dispositive power over) the shares of Common Stock held by the Trust. (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. Mr. Marsh is a citizen of the Uni

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 June 25, 2024, the Issuer and Synergy entered into a non-binding Letter of Intent (the " LOI "). Pursuant to the LOI, the Issuer and Synergy agreed to negotiate in good faith a purchase and sale agreement relating to the exchange for certain interests in Synergy's assets located in Montana and Wyoming (the " Assets ") in return for consideration from the Issuer, including (i) 4,845,900 shares of Common Stock and (ii) warrants to acquire up to 6,250,000 shares of Common Stock with an exercise price of $0.01 per share (the " Warrants ") that will vest pending certain contingencies and expire 60 months from the date of closing of the purchase and sale agreement (such Common Stock and Warrants, collectively, the " Equity Consideration "). The LOI provides that it does not create any legal obligations and that no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered, and there can be no assurance that the Issuer and Synergy will enter into a definitive agreement within any specific timeframe or at all. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Statement. The LOI also provides that the transaction, including the issuance of the Equity Consideration in the transaction, will be conditioned upon approval by holders of a majority of the outstanding shares of Common Stock owned by stockholders unaffiliated with Synergy and its affiliates, in addition to any other requisite stockholder approvals under applicable law or stock exchange rules. CUSIP No. 911805307 Schedule 13D/A Page 7 of 11 The LOI may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of the Amendment, including, without limitation, an extraordinary corporate transaction involving the

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 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 s

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

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

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 25,287,213 shares of Common Stock of the Issuer outstanding as of such date shares of Common Stock outstanding as of May 6, 2024, based on information furnished by the Issuer. (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 effecte

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information in Item 3 is incorporated by reference herein in its entirety. CUSIP No. 911805307 Schedule 13D/A Page 10 of 11 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.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits

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

Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows: Exhibit No. Description 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) 2. 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) 3. 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) . 4. Amended and Restated Nominating and Voting Agreement dated September 16, 2022, by and between U.S. Energy Corp., Banner Oil & Gas, LLC, Woodford Petroleum, LLC, Llano Energy LLC, Lubbock Energy Partners LLC, Synergy Offshore LLC, King Oil & Gas Company, Inc., WDM Family Partnership, LP, and Katla Energy Holdings 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 September 16, 2022) 5. Joint Filing Agreement of the Reporting Persons dated June 27, 2024 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) (incorpo

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