Edgar Filing: Emerald Oil, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Edelman & Guill Energy L.P.

2. Issuer Name and Ticker or Trading Symbol
Emerald Oil, Inc. [EOX]

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

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

(Last)

(First)

(Middle)

700 LOUISIANA STREET, SUITE 4770

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2014

(Street)

HOUSTON, TX 77002

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2.00% Senior Convertible Notes

$ 8.78

12/11/2014

1,000,000 ⁽¹⁾

⁽²⁾

Common Stock

113,960.1 ⁽³⁾

$ 52

2,900,000 ⁽¹⁾

White Deer Energy L.P. ⁽⁴⁾ ⁽⁵⁾

2.00% Senior Convertible Notes

$ 8.78

12/11/2014

1,248,000 ⁽¹⁾

⁽²⁾

Common Stock

142,222.2048 ⁽³⁾

$ 52.2

4,148,000 ⁽¹⁾

White Deer Energy L.P. ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Edelman & Guill Energy L.P. 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
EDELMAN THOMAS J 667 MADISON AVENUE, 4TH FLOOR NEW YORK, NY 10065	X	X
WDE Emerald Holdings LLC 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
White Deer Energy FI, L.P. 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
White Deer Energy L.P. 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
White Deer Energy TE L.P. 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
Edelman & Guill Energy Ltd. 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X
GUILL BEN A 700 LOUISIANA STREET, SUITE 4770 HOUSTON, TX 77002		X

Signatures

/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P.		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P.		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P.		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P.		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd.		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas Edelman		12/11/2014
^**Signature of Reporting Person		Date
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill		12/11/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	2.00% Senior Convertible Notes of the Issuer (the "Convertible Notes") with a principal amount equal to $1,900,000 were purchased.
(2)	White Deer Energy L.P. ("White Deer") may convert the Convertible Notes at its option at any time prior to the close of business on the business day immediately preceding April 1, 2019.
(3)	The conversion rate for the Convertible Notes is initially 113.9601 shares of the Issuer's common stock per $1,000 principal amount of Convertible Notes (which represents an initial conversion price of approximately $8.78 per share of the Issuer's common stock), subject to certain anti-dilution adjustments as provided in the indenture governing the Convertible Notes.
(4)	Pursuant to an Interfund Agreement, dated December 2, 2014, by and among White Deer, White Deer Energy TE L.P. ("White Deer TE") and White Deer Energy FI L.P. ("White Deer FI" and, together with White Deer and White Deer TE, the "Funds"), the Funds agreed that White Deer would purchase the Convertible Notes on behalf of itself and, as agent, on behalf of each of White Deer TE and White Deer FI on a pro rata basis.
(5)	Mr. Thomas J. Edelman has been appointed as a director of the Issuer. White Deer and White Deer TE are the members of WDE Emerald Holdings LLC, Edelman & Guill Energy L.P. is the general partner of the Funds, Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Mr. Edelman and Mr. Ben A. Guill are the directors of Edelman & Guill Energy Ltd. Accordingly, each of Edelman & Guill Energy Ltd, Edelman & Guill Energy L.P., and Messrs. Edelman and Guill may be deemed to control the investment decisions of the Funds and, therefore, the Investors. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.

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