US ENERGY CORP — Director's Dealing 2011

Dec 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2011-12-02

Reporting Person: LARSEN KEITH G (Director, CHAIRMAN & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-02	Common Stock	M	52556	$2.25	Acquired	472162	Direct
2011-12-02	Common Stock	F	46887	$2.71	Disposed	425275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-02	Stock Options (Right to Buy)	$2.25	M	52556	Disposed	2011-12-07	Common Stock (52556)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	89462	Indirect
Common Stock	167912	Indirect
Common Stock	466513	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$3.90	2011-12-06	Common Stock (100000)	100000	Direct
Stock Options (Right to Buy)	$2.46	2014-06-30	Common Stock (59350)	59350	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	Common Stock (100000)	100000	Direct
Stock Options (Right to Buy)	$4.97	2017-07-26	Common Stock (150000)	150000	Direct
Stock Option (Right to Buy)	$2.52	2018-09-21	Common Stock (75000)	75000	Direct

Footnotes

F1: Received 5,669 net shares from the exercise of 52,556 options at a strike price of $2.25 per share. Sufficient shares were withheld from the option exercise to cover the cost of the exercise, federal income taxes, and all statutory payroll taxes. Shares withheld were valued at the market close price on the date of exercise, December 2, 2011, of $2.71 per share.

F2: Shares held in the U.S. Energy Corp. Employee Stock Ownership Plan (the 'ESOP') in an account established for the benefit of the Reporting Person.

F3: Includes shares held in ESOP accounts established to benefit members of the Reporting Persons 'Immediate Family', as that term is defined in Rule 16a-1(e), in accordance with Rule 16a-8(b)(2).

F4: As a result of the settlement of Mr. John L. Larsen's Estate, 466,513 shares of U.S. Energy common stock were put into a Family Trust. Keith Larsen is John L. Larsen's son and serves as the Co-Trustee of a Family Trust.

F5: Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.

F6: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.

F7: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.