SEC Filing - Evolution Petroleum Corporation

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SEC FORM 4/A SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVOLUTION PETROLEUM CORP [ EPM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/22/2018

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2018		S		22,135⁽¹⁾⁽²⁾⁽³⁾	D	$9.3195⁽¹⁰⁾	1,226,850⁽¹⁾⁽²⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock								804,377⁽¹⁾⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock								133,361⁽¹⁾⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock								189,124⁽¹⁾⁽²⁾⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock								158,364⁽¹⁾⁽²⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	05/21/2018		S		50,000⁽¹⁾⁽²⁾⁽³⁾	D	$9.4875⁽¹¹⁾	1,176,850⁽¹⁾⁽²⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock								804,377⁽¹⁾⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock								133,361⁽¹⁾⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock								83,603⁽¹⁾⁽²⁾⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁹⁾
Common Stock								189,124⁽¹⁾⁽²⁾⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock								158,364⁽¹⁾⁽²⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾
Common Stock	05/22/2018		S		25,000⁽¹⁾⁽²⁾⁽³⁾	D	$9.524⁽¹²⁾	1,151,850⁽¹⁾⁽²⁾⁽⁴⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁴⁾
Common Stock								804,377⁽¹⁾⁽²⁾⁽⁵⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁵⁾
Common Stock								133,361⁽¹⁾⁽²⁾⁽⁶⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁶⁾
Common Stock								83,603⁽¹⁾⁽²⁾⁽⁹⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁹⁾
Common Stock								189,124⁽¹⁾⁽²⁾⁽⁷⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁷⁾
Common Stock								158,364⁽¹⁾⁽²⁾⁽⁸⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

JVL Advisors, L.L.C.

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LOVOI JOHN

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE

SUITE 550

(Street)

HOUSTON

77024

(City)

(State)

(Zip)

Explanation of Responses:

1. John V. Lovoi ("Lovoi") is (i) the sole member and manager of JVL Advisors, LLC ("JVL Advisors"), which is the ultimate controlling entity of Asklepios Energy Fund, LP, a Texas limited partnership ("Asklepios"), Hephaestus Energy Fund, LP, a Delaware limited partnership ("Hephaestus"), Children's Energy Fund, LP, a Delaware limited partnership ("Children's Fund"), LVPU, LP, a Delaware limited partnership ("LVPU"), and Panakeia Energy Fund, LP, a Delaware limited partnership ("Panakeia"), and (ii) managing member of Lobo Baya, LLC, which is the ultimate controlling entity of Luxiver, LP, a Delaware limited partnership ("Luxiver", and collectively with Asklepios, Hephaestus, Children's Fund, LVPU, and Panakeia, the "Partnerships"). JVL Advisors is party to an investment management agreement with Luxiver that gives JVL Advisors voting and dispositive power over the securities owned by Luxiver; thus, JVL Advisors may be deemed an ultimate controlling entity of Luxiver.

2. Because of their control over, and investment management relationship with, the Partnerships, JVL Advisors and Lovoi may be deemed to have voting and dispositive power over the securities owned by the Partnerships; thus, each may also be deemed to be the beneficial owner of these securities. JVL Advisors and Lovoi disclaim any beneficial ownership of the reported securities beneficially owned by the Partnerships in excess of their respective pecuniary interest in such securities.

3. Represents Luxiver's sale of shares of common stock.

4. Represents shares of common stock held by Luxiver.

5. Represents shares of common stock held by Hephaestus.

6. Represents shares of common stock held by Children's Fund.

7. Represents shares of common stock held by Asklepios.

8. Represents shares of common stock held by Panakeia.

9. Represents shares of common stock held by LVPU.

10. Represents a weighted average sale price for the shares of common stock - the high price was $9.35 and the low price was $9.30. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

11. Represents a weighted average sale price for the shares of common stock - the high price was $9.75 and the low price was $9.20. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

12. Represents a weighted average sale price for the shares of common stock - the high price was $9.80 and the low price was $9.30. The holder undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Remarks:

This amendment is being filed to correct a scrivener's error with regards to the number of shares of common stock owned by the reporting persons as reported on the original Form 4 filed on May 22, 2018. The original Form 4 incorrectly recorded the number of shares of common stock being sold as allocated among the Partnerships, when it was only sold by Luxiver. The number of shares of common stock sold by the reporting persons other than Luxiver have been removed and all such shares have been reallocated to Luxiver. The total number of shares of common stock sold has not changed. Further, no other changes have been made to the original Form 4.

	JVL ADVISORS, LLC singed by: /s/ John V. Lovoi	05/31/2018
	/s/ John V. Lovoi	05/31/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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