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Rab Special Situations (Master) Fund Ltd – ‘SC 13G/A’ on 2/14/14 re: Empire Energy Corp

On:  Friday, 2/14/14, at 3:18pm ET   ·   Accession #:  912282-14-74   ·   File #:  5-56007

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/12/13   ·   Latest ‘SC 13G’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/14/14  Rab Special Situations (Mast… Ltd SC 13G/A               1:78K  Empire Energy Corp                Dorsey & Whitney LLP/FA

Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Beneficial Ownership      HTML     47K

This is an HTML Document rendered as filed.  [ Alternative Formats ]


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________________________

SCHEDULE 13G

INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)1

Empire Energy Corporation International
(Name of Issuer)



Class A and Class B Common Shares
(Title of Class of Securities)



291648103
(CUSIP Number)


December 31, 2013
(Date of Event Which Requires Filing of This Statement)

Check the Appropriate box to designate the rule pursuant to which this schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
 
 
___________________
    1 The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 
CUSIP No. 291648103
13G
Page 2 of 6 Pages



1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
 
RAB Special Situations (Master) Fund Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) o
                                          (b) o
 
     
3
SEC USE ONLY
 
     
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
 
5
SOLE VOTING POWER
NUMBER OF
  
16,050,000 Class A*
5,000,000 Class B*
SHARES
6
SHARED VOTING POWER
BENEFICIALLY
   0
OWNED BY
7
SOLE DISPOSITIVE POWER
EACH
  
16,050,000 Class A*
5,000,000 Class B*
REPORTING
8
SHARED DISPOSITIVE POWER
PERSON WITH:
   0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
16,050,000 Class A*
5,000,000 Class B*
*RAB Special Situations (Master) Fund Limited owns warrants to acquire 16,050,000 Class A common shares, and warrants to acquire 5,000,000 Class B common shares. The warrants are not exercisable if, as a result of an exercise, the holder would then become a "ten percent beneficial owner" of the issuer's common stock, as defined in Rule 16a-2 under the Securities Exchange Act of 1934, as amended (the "Act").
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
   
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
3.7463% Class A**
Up to 9.9999% Class B***
**The percentages used herein are calculated based upon 412,372,917 Class A common shares outstanding as of November 19, 2010, plus 16,050,000 Class A common shares in aggregate underlying convertible securities which are beneficially owned by the reporting


 
 
 
CUSIP No. 291648103
13G
Page 3 of 6 Pages


11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
***The percentages used herein are calculated based on 97,301 Class B common shares outstanding as of November 19, 2010, plus 5,000,000 Class B common shares in aggregate underlying convertible securities which are beneficially owned by the reporting person and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12
TYPE OF REPORTING PERSON
 
CO

 
 
 
CUSIP No. 291648103
13G
Page 4 of 6 Pages


Item 1 (a). Name of Issuer:

Empire Energy Corporation International

Item 1 (b). Address of Issuer’s Principal Executive Offices:

6750 Antioch Road, Suite 305
Merriam, Kansas 66204

Item 2 (a). Name of Person Filing:

RAB Special Situations (Master) Fund Limited

Item 2 (b). Address of Principal Business Office or, if None, Residence:

RAB Special Situations (Master) Fund Limited
P.O. Box 309, Ugland House
George Town, Cayman Islands KY1-1104

Item 2 (c). Citizenship:

Cayman Islands

Item 2 (d). Title of Class of Securities:

Class A Common Shares
Class B Common Shares

Item 2 (e). CUSIP Number:

291648103

Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 
(a)
 o
Broker or dealer registered under Section 15 of the Act;

 
(b) o
Bank as defined in Section 3(a)(6) of the Act;

 
(c) o
Insurance Company as defined in Section 3(a)(19) of the Act;

 
(d) o
Investment Company registered under Section 8 of the Investment Company Act;

 
(e) o
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 
(f) o
Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

 
(g) o
Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

 
(h) o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 
(i) o
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

 
(j) o
Group, in accordance with Rule 13d-1(b)(1)(ii)(j).
 
x
If this statement is filed pursuant to Rule 13d-1(c), check this box.

 
 
 
CUSIP No. 291648103
13G
Page 5 of 6 Pages

Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

 
(a)
Amount beneficially owned:

 
See Item 9 on the cover page

 
(b)
Percent of class:

 
See Item 11 on the cover page

 
(c)
Number of shares as to which such person has:

(i)Sole power to vote or to direct the vote

(ii)Shared power to vote or to direct the vote

(iii)Sole power to dispose or to direct the disposition of

(iv)Shared power to dispose or to direct the disposition of

See Items 5-8 on the cover page

Item 5.
Ownership of Five Percent or Less of a Class.

 
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.


Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

 
N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
N/A

Item 8.
Identification and Classification of Members of the Group.

 
N/A

Item 9.
Notice of Dissolution of Group.

 
N/A


 
 
 
CUSIP No. 291648103
13G
Page 6 of 6 Pages


Item 10.
Certification.

 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.



 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



 
Dated: February 14, 2014
   
  RAB Special Situations (Master) Fund Limited
by Simon Gwyther and Andrew Knatchbull
   
   
 
Authorised signatories for RAB Capital Limited
for and on behalf of RAB Special Situations
(Master) Fund Limited
   
  /s/ Simon Gwyther
 
 
 
 
  /s/ Andrew Knatchbulll
   




 
 
 

Dates Referenced Herein

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/14/14None on these Dates
12/31/13
11/19/10
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Filing Submission 0000912282-14-000074   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
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