| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CREDO PETROLEUM CORP [ CRED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
07/03/2008 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/03/2008 | S | 687,000 ( 1 ) | D | $14.5 | 1,150,000 ( 2 ) | D | |||
| Common Stock | 687,000 ( 3 ) ( 4 ) | I | See Footnotes ( 3 ) ( 4 ) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Represents a sale of shares (the "Sale") to RCH Energy Opportunity Fund III, L.P., a Delaware limited partnership ("RCH Fund III"), pursuant to that certain Stock Purchase Agreement, dated July 3, 2008, by and between RCH Opportunity Fund II, L.P., a Delaware limited partnership ("RCH Fund II"), and RCH Fund III. RCH Fund III and RCH Fund II are both controlled by Robert J. Raymond, an individual ("Raymond"). |
| 2. RCH Fund II directly beneficially owns all of these 1,150,000 shares of common stock ("Common Stock") of Credo Petroleum Corporation. RCH Energy Opportunity Fund II GP, L.P., a Delaware limited partnership ("RCH Fund II GP"), may be deemed to indirectly beneficially own such shares because RCH Fund II GP is the general partner of RCH Fund II. RR Advisors, LLC, a Delaware limited liability company ("RR Advisors"), may be deemed to indirectly beneficially own such shares because RR Advisors is the general partner of RCH Fund II GP. Raymond may be deemed to indirectly beneficially own such shares because Raymond is the sole member of RR Advisors. RCH Fund II GP, RR Advisors and Raymond disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and nothing in this report shall be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose. |
| 3. As a result of the Sale, RCH Fund III directly beneficially owns all of these 687,000 shares of Common Stock. RCH Fund III is an affiliate of RCH Fund II and, like RCH Fund II, is controlled by Raymond. RR Advisors may be deemed to indirectly beneficially own such shares because RR Advisors is the general partner of RCH Fund III's general partner. Raymond may be deemed to indirectly beneficially own such shares because Raymond is the sole member of RR Advisors. RR Advisors and Raymond disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein, and nothing in this report shall be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose. |
| 4. Although these 687,000 shares of Common Stock are included in the figures listed in Item 5 hereof, RCH Fund II and RCH Fund II GP do not directly or indirectly beneficially own such shares, and the inclusion of these shares in this report shall not be deemed an admission by said entities of beneficial ownership of such shares for purposes of Section 16 or for any other purpose. |
| Remarks: |
| RCH ENERGY OPPORTUNITY FUND II, L.P., By: RCH Energy Opportunity Fund II GP, L.P., By: RR Advisors, LLC, By: /s/ Robert J. Raymond, Sole Member | 07/11/2008 | |
| RCH ENERGY OPPORTUNITY FUND II GP, L.P., By: RR Advisors, LLC, By: /s/ Robert J. Raymond, Sole Member | 07/11/2008 | |
| RR ADVISORS, LLC, By: /s/ Robert J. Raymond, Sole Member | 07/11/2008 | |
| /s/ Robert J. Raymond, individually | 07/11/2008 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||