SEC Form 4
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*
LARSEN MARK J
(Last) (First) (Middle)
877 NORTH 8TH WEST
(Street)
RIVERTON WY 82501
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US ENERGY CORP [ USEG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT & COO
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
U.S. Energy Common Stock 91,479 D ( 1 )
U.S. Energy Common Stock 4,600 I ( 2 ) By Custodian For Child
U.S. Energy Common Stock 46,460 I ( 3 ) By ESOP
U.S. Energy Common Stock 119,751 I ( 4 ) By Immediate Family
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Employe Option 7 (RTB) $4.97 08/21/2007 A 100,600 01/01/2008 07/26/2017 U.S. Energy Common Stock 100,600 $0 100,600 D
Employe Option 7 (RTB) $4.97 08/21/2007 A 99,400 01/01/2008 07/26/2017 U.S. Energy Common Stock 99,400 $0 200,000 ( 5 ) D
Employee Option 1 (Right to Buy) $2.88 12/04/1998 09/05/2008 U.S. Energy Common Stock 27,782 27,782 ( 6 ) D
Employee Option 2 (Right to Buy) $2.4 01/10/2001 01/09/2011 U.S. Energy Common Stock 41,248 41,248 ( 6 ) D
Employee Option 3 (Right to Buy) $3.9 12/07/2001 12/06/2011 U.S. Energy Common Stock 100,000 100,000 ( 7 ) D
Employee Option 4 (Right to Buy) $2.25 08/08/2002 12/07/2011 U.S. Energy Common Stock 52,556 52,556 ( 7 ) D
Employee Option 5 (Right to Buy) $2.46 07/01/2004 06/30/2014 U.S. Energy Common Stock 98,519 98,519 ( 7 ) D
Employee Option 6 (Right to Buy) $3.86 10/14/2005 10/13/2015 U.S. Energy Common Stock 100,000 100,000 ( 7 ) D
Explanation of Responses:
1. Includes 91,479 shares held directly by the Reporting Person.
2. Includes 4,600 shares indirectly held by the Reporting Person as Custodian for minor children under the Wyoming Uniform Transfers to Minors Act. The Reporting Person disclaims beneficial and pecuniary interest in these shares.
3. 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. Subsequent to the final year end close the number of shares issued to the Reporting Person's ESOP account may be adjusted.
4. Includes a balance of 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).
5. Stock options granted under the Issuer's 2001 Incentive Stock Option Plan with a 5 year vesting schedule and exempt under Rule 16b-3.
6. Includes stock options granted under the Issuer's 1998 Incentive Stock Option Plan and exempt under Rule 16b-3.
7. Includes stock options granted under the Issuer's 2001 Incentive Stock Option Plan and exempt under Rule 16b-3.
Remarks:
By: Robert Scott Lorimer Attorney in Fact 08/21/2007
** 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).
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