UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of
1934
Legend
oil and gas, ltd.
(Name of Issuer)
Common
Stock
(Title of Class of
Securities)
52490C101
(CUSIP Number)
Sean M.
McAvoy
c/o Hillair Capital Management LLC
345 Lorton Ave, Suite 303
Burlingame, California 94010
United States of America
Tel. No.: (415) 306-6945
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and Communications)
May 1,
2015
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1 |
NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Hillair Capital Investments L.P.
ID # 90-0809696
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
None. |
8 |
SHARED VOTING POWER
604,155,998 (1) |
9 |
SOLE DISPOSITIVE POWER
None. |
10 |
SHARED DISPOSITIVE POWER
604,155,998 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,155,998 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.73% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
1 |
NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Hillair Capital Management LLC
ID # 27-2577240
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
None |
8 |
SHARED VOTING POWER
604,155,998(1) |
9 |
SOLE DISPOSITIVE POWER
None |
10 |
SHARED DISPOSITIVE POWER
604,155,998(1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,155,998(1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.73% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
1 |
NAMES OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
Sean M. McAvoy
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
o
(b) x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) OR 2(E)
o |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
None. |
8 |
SHARED VOTING POWER
604,155,998 (1) |
9 |
SOLE DISPOSITIVE POWER
None. |
10 |
SHARED DISPOSITIVE POWER
604,155,998 (1) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
604,155,998 (1) |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
o
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.73% |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| (1) | Based on 879,000,629 shares of Common Stock of the Issuer issued and outstanding,
as stated by the Issuer to the Reporting Persons. In addition to the ownership of the 604,155,998 shares (the “Shares”)
of Common Stock of the Issuer, the Reporting Persons hold senior secured debentures with an aggregate principal amount of $9,087,700. |
Item 1. Security and Issuer
This statement relates to the shares of
common stock, $0.001 par value per share (the “Common Stock”), of Legend Oil and Gas, Ltd., a Colorado corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 555 North Point Center East,
Suite 410, Alpharetta, Georgia 30022.
Item 2. Identity and Background
| (a),(f) | This Schedule 13D is being jointly filed by Hillair Capital
Investments L.P., a Cayman Islands limited partnership (“Hillair Investments”), Hillair Capital Management
LLC, a Delaware limited liability company (“Hillair Management”), and Sean M. McAvoy, an individual and citizen
of the United States of America (“McAvoy” and, collectively with Hillair Investments and Hillair Management,
the “Reporting Persons” and, each, a “Reporting Person”). The Reporting Persons have entered
into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1 (which
is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the Act. |
|
(b) |
The address of the principal office of each Reporting Person is c/o Hillair Capital Management LLC, 345 Lorton Ave., Suite 303, Burlingame, CA 94010. |
| (c) | The principal business of Hillair Investments is investing in securities. Hillair Management
is the investment manager of Hillair Investments and McAvoy is the manager of Hillair Management. |
| (d) | None of the Reporting Persons have, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons have, 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 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. |
Item 3.
Source and Amount of Funds or Other Consideration
The
funds for the purchase of the Shares came from the investment capital of Hillair Investments, which is managed by Hillair Management.
No borrowed funds were used to purchase the Shares, other than any borrowed funds used for investment purposes in the ordinary
course of Hillair Investments’ business.
In
connection with a private placement offering on November 13, 2014, Hillair Investments acquired 600 shares of Series A Convertible
Preferred Stock (the “Preferred Stock”) from the Issuer. Subject to the Issuer filing the amendment to its Articles
of Incorporation to remove the 4.9% beneficial ownership limitation on conversion of the Preferred Stock, on May 1, 2015 Hillair
Investments converted all of its Preferred Stock into 604,155,998 shares of Common Stock (the
“Shares”).
The
Preferred Stock converted by Hillair Investments were purchased with working capital (which may, at any given time, include margin
loans made by brokerage firms in the ordinary course of business) in a privately negotiated transaction. The aggregate purchase
price of the Preferred Stock was $600,000. No additional consideration was paid by Hillair Investments upon conversion of the Preferred
Stock for the issuance of the Shares owned by Hillair Investments.
Item 4. Purpose of Transaction
Hillair
Investments has acquired the Shares for investment purposes. By virtue of its percentage ownership
of the Issuer, Hillair Investments has the ability to control matters that require shareholder approval. Hillair
Investments evaluates its investments in the Shares on a continual basis and it reserves the
right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose if it should determine
to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's board of directors, the Issuer's shareholders
and others.
Item 5. Interest in Securities
of the Issuer
| (a) | As of the date hereof, each of the Reporting Persons may be
deemed to be the beneficial owner of 604,155,998 Shares, constituting 68.73% of the outstanding shares of Common Stock of the Issuer,
based on 879,000,629 issued and outstanding shares of Common Stock as of May 7, 2015. In addition to the ownership of the Shares
Stock, the Reporting Persons hold senior secured debentures with an aggregate principal amount of $9,087,700. |
| (b) | Each of the Reporting Persons (i) has the sole power to vote
or direct the vote of no Shares; (ii) has the shared power to vote or direct the vote of 604,155,998 Shares; (iii) has the sole
power to dispose or direct the disposition of no Shares; and (iv) has the shared power to dispose or direct the disposition of
604,155,998 Shares. |
| | Hillair Capital Management LLC (“Hillair Management”) is the investment advisor
to Hillair Investments. By virtue of such relationship, Hillair Management may be deemed to have dispositive power over the shares
owned by Hillair Investments. Hillair Management disclaims beneficial ownership of such shares. |
| | As calculated in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended,
Hillair Capital, Hillair Management, and McAvoy each beneficially own 604,155,998 Shares of the Issuer, representing approximately
68.73% of the Shares. Hillair Management, and McAvoy do not directly own any Shares, but each indirectly owns 604,155,998 shares
of Common Stock. Hillair Management indirectly owns 604,155,998 Shares because it serves as the investment manager of Hillair Investments,
which directly holds 604,155,998 Shares. McAvoy indirectly owns 604,155,998 Shares in his capacity as manager of Hillair Management. |
| (c) | On May 1, 2015, the Reporting Persons have acquired the 604,155,998 Shares through the conversion
of the Preferred Stock then held and previously purchased in a private placement on November 13, 2014. No additional consideration
was paid upon the conversion of the Preferred Stock. |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Persons have entered
into a Joint Filing Agreement, dated as of the date hereof, a copy of which is filed with this Schedule 13D as Exhibit 99.1 (which
is incorporated herein by reference), pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k) under the Act.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1
Joint Filing Agreement, dated May 8, 2015, among Hillair Investments, Hillair Management and Sean McAvoy.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
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May 8, 2015 |
|
(Date) |
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Hillair Capital Investments L.P. |
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By: |
/s/ Sean M. McAvoy |
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Name: |
Sean M. McAvoy |
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Title: |
Authorized Signatory |
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Hillair Capital Management LLC* |
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By: |
/s/ Sean M. McAvoy |
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Name: |
Sean M. McAvoy |
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Title: |
Authorized Signatory |
|
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|
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/s/ Sean M. McAvoy* |
|
Sean M. McAvoy |
*This Reporting Person disclaims beneficial ownership over the
securities reported herein except to the extent of its pecuniary interest therein.
EXHIBIT 99.1
----------
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement
on Schedule 13D with respect to the beneficial ownership of shares of Common Stock of Legend Oil and Gas, Ltd., Inc. is filed jointly,
on behalf of each of them.
Dated: May 8, 2015
Hillair Capital Investments L.P. |
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By: |
/s/ Sean M. McAvoy |
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Name: |
Sean M. McAvoy |
|
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Title: |
Authorized Signatory |
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Hillair Capital Management LLC |
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By: |
/s/ Sean M. McAvoy |
|
|
Name: |
Sean M. McAvoy |
|
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Title: |
Authorized Signatory |
|
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|
|
/s/ Sean M. McAvoy |
|
Sean M. McAvoy |
|
Grafico Azioni Legend Oil and Gas (CE) (USOTC:LOGL)
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Da Mag 2024 a Giu 2024
Grafico Azioni Legend Oil and Gas (CE) (USOTC:LOGL)
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Da Giu 2023 a Giu 2024