US ENERGY CORP — Director's Dealing 2012

Oct 2, 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: YOUNGBAUER STEVEN R (SECRETARY & GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	A	5000	$2.16	Acquired	156574	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45678	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 (100000)	100000	Direct
Stock Options (Right to Buy)	$3.86	2015-10-13	Common Stock (50000)	50000	Direct
Stock Options (Right to Buy)	$2.46	2014-06-30	Common Stock (25000)	25000	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: Includes 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: Stock options granted under the Issusers 2001 Insentive Stock Option Plan which vest in three (3) equal annual installments beginning September 22, 2009.

F4: Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.

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