US ENERGY CORP — Director's Dealing 2012

Jul 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: US ENERGY CORP (USEG)
CIK: 0000101594
Period of Report: 2012-07-02

Reporting Person: LARSEN MARK J (Director, PRESIDENT & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-02	Common Stock	A	5000	$2.39	Acquired	238526	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	84375	Indirect
Common Stock	201641	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 (200000)	200000	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 (98519)	98519	Direct

Footnotes

F1: 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.

F2: 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).

F3: Stock options granted under the Issuer's 2001 Incentive 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.