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BROE~~Item 3.02 Unregistered Sales of

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m1999 Member Level  Wednesday, 10/17/18 08:26:00 PM
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BROE~~Item 3.02 Unregistered Sales of Equity Securities.

On October 1, 2018, the board of directors of Baron Energy Inc. ("our," "us") authorized the issuance of 209,000 shares of our Series C Preferred stock to our Chairman, President, and CEO, Ronnie L. Steinocher, in lieu of $209,000 of cash compensation, leaving $217,000 owed through July 31, 2018. The share price used was the Series C Preferred Shares stated value of $1.00 per share.

On October 1, 2018, the board of directors of Baron Energy Inc. ("our," "us") authorized the issuance of 188,100 shares of our Series C Preferred stock to our Executive Vice President and CFO, Lisa P. Hamilton, in lieu of $188,100 of cash compensation, leaving $251,100 owed through July 31, 2018. The share price used was the Series C Preferred Shares stated value of $1.00 per share.

The shares were issued pursuant to the exemption provided by Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering. The recipients of our securities are "accredited investors" and they took them for investment purposes without a view to distribution. Furthermore, they had access to information concerning us and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144.


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth under Item 3.02 to this Current Report on Form 8-K is incorporated herein by reference


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



BARON ENERGY INC.


Date: October 2, 2018
By: /s/Ronnie L. Steinocher

Name: Ronnie L. Steinocher
Title: President and Chief Executive Officer


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