US ENERGY CORP — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2012-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	A	5000	$2.16	Acquired	445275	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	97956	Indirect
Common Stock	188060	Indirect
Common Stock	466513	Indirect

Holdings (Derivative)

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

Footnotes

F1: Shares issued to the Reporting Person under the USE 2001 Stock Compensation Plan. The issuance of these shares is for the funding obligation under the plan for the fourth quarter of the calendar year ending December 31, 2012. The issuer has agreed under the terms of the Plan to pay all taxes due. The Reporting Person has agreed not to sell these shares to the market or pledge them on obligations until after his (i) retirement; (ii) total disability or (iii) in the case of the death of the Reporting Person his estate may sell the shares of stock.

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

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