Edgar Filing: LOVOI JOHN

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JVL Advisors, L.L.C.

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)

(Last)

(First)

(Middle)

10000 MEMORIAL DRIVE, SUITE 550

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

(Street)

HOUSTON, TX 77024

4. If Amendment, Date 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

(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)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JVL Advisors, L.L.C. 10000 MEMORIAL DRIVE SUITE 550 HOUSTON, TX 77024		X
LOVOI JOHN 10000 MEMORIAL DRIVE SUITE 550 HOUSTON, TX 77024		X

Signatures

JVL ADVISORS, LLC singed by: /s/ John V. Lovoi		05/31/2018
^**Signature of Reporting Person		Date
/s/ John V. Lovoi		05/31/2018
^**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)	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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.