FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
GIBBS WILLIAM C 2. Issuer Name and Ticker or Trading Symbol
American Sands Energy Corp. [ AMSE ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director __ X __ 10% Owner
__ X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2610 HILLSDEN DRIVE 3. Date of Earliest Transaction (MM/DD/YYYY)
8/20/2013
(Street)
HOLLADAY, UT 84117
(City) (State) (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/20/2013 S 464300 D $0.25 9835700 I By LLC (1)
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Options $1.15 6/15/2012 (2) 6/15/2017 Common Stock 75000 2050000 D
Options $0.5 7/31/2012 (3) Common Stock 2098699 4148699 D
Convertible Note $0.5 8/20/2013 J $214281 8/20/2013 6/30/2014 Common Stock 535704 $0.5 2893102 (4) I By LLC (4)
Convertible Note (5) 8/20/2013 P $53000 8/20/2013 6/30/2014 Common Stock, Preferred Stock or Debt Instrument (5) (5) (5) 2893102 (5) I By LLC (1)
Explanation of Responses:
( 1) Mr. Gibbs is the Managing member of Bleeding Rock, LLC, a Delaware limited liability company that beneficially owns 9,835,700 shares of common stock of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 2) 1/3 of options exercisable immediately; 1/3 exercisable 06/15/2013; remaining 1/3 exercisable 06/15/2014.
( 3) Pursuant to Mr. Gibbs' employment agreement dated August 1, 2007, commencing July 31, 2012, Mr. Gibbs has the right to convert unpaid salary into equity of the Company at $0.50 per share. As of July 31, 2012, Mr. Gibb's accrued unpaid salary was $1,049,349.54.
( 4) Mr. Gibbs is the Managing member of Hidden Peak Partners, LLC, a Utah limited liability company that beneficially owns 2,893,102 shares of common stock issuable upon conversion of a note of the Issuer. William C. Gibbs disclaims beneficial ownership of such shares of common stock except to the extent of his pecuniary interest therein.
( 5) The convertible promissory note provides that the holder will convert the Note in connection with an equity or debt financing of $2 million or more by the issuer (the "Bridge Financing") and that the note holder will convert all but not less than all, of the principal amount of the note and accrued interest thereon (the "Note Value")into (a) the number of shares of common or preferred stock or (b) the debt instruments (collectively referred to as the "Conversion Securities") or the of the issuer equal to (a) in the case of common or preferred shares, the Note Value divided by the price of common or preferred shares in the Bridge Financing (subject to adjustment as provided in the Note) or (b) in the case of a debt offering, an amount equal to the outstanding balance of the note. In either case, the Conversion Securities will be of the same class and/or series, and will entitle the note holder to the same rights and privileges, as the equity or debt issued in the Bridge Financing.
Remarks:
Promissory Note of the Issuer; transferred by Bleeding Rock, LLC, of which Mr. Gibbs is the managing member, to Paul Moore, a consultant of the Issuer.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GIBBS WILLIAM C
2610 HILLSDEN DRIVE
HOLLADAY, UT 84117 X X Chief Executive Officer
Signatures
/s/ William C. Gibbs 8/20/2013
** 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 control number.
