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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
McCabe Greg
  2. Issuer Name and Ticker or Trading Symbol
TORCHLIGHT ENERGY RESOURCES INC [TRCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
500 WEST TEXAS AVE., SUITE 890
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2015
(Street)

MIDLAND, TX 79701
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common Stock 05/28/2015   X   631,250 A $ 0.36 4,300,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 (right to buy) $ 0.36 05/28/2015   X     631,250 03/30/2015   (1) Common Stock 631,250 $ 0 0 D  
Series A Convertible Preferred Stock $ 1.15 (2) 06/09/2015   P   30,000   06/09/2015   (3) Common Stock 2,608,695 $ 100 643,695 (4) D  
Series A Convertible Preferred Stock $ 1.15 (2) 06/09/2015   P   5,000   06/09/2015   (3) Common Stock 434,782 $ 100 643,695 (4) I See footnote (5)
Warrants $ 1.4 06/09/2015   P   521,739   06/09/2015 06/09/2020 Common Stock 521,739 (6) 643,695 (4) D  
Warrants $ 1.4 06/09/2015   P   86,956   06/09/2015 06/09/2020 Common Stock 86,956 (6) 643,695 (4) I See footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
McCabe Greg
500 WEST TEXAS AVE.
SUITE 890
MIDLAND, TX 79701
    X    
G Mc Exploration, LLC
400 PINE STREET
SUITE 700
ABILENE, TX 79601
    X    

Signatures

 /s/ Greg McCabe   06/11/2015
**Signature of Reporting Person Date

 /s/ Greg McCabe, President of G Mc Exploration, LLC   06/11/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The options would have expired 30 days following receipt by the Reporting Person of information from the Issuer with respect to certain well(s) to be drilled by the Issuer, as described in the Schedule 13D Statement dated May 27, 2015 filed by the Reporting Person with respect to the common stock of the Issuer.
(2) The Series A preferred stock is convertible into shares of common stock in an amount determined by multiplying the number of shares of preferred stock being converted by the preferred stock's stated value of $100 and dividing the product by a conversion price of $1.15.
(3) The Series A preferred stock may be converted into common stock at any time and will in any case be converted into common stock on June 9, 2016; provided that the Series A preferred stock shall not be converted into common stock to the extent such conversion would cause the holder to have beneficial ownership of more than 20% of the issuer's outstanding shares of common stock unless such conversion has been approved by the issuer's stockholders.
(4) Includes 30,000 shares of Series A preferred stock and warrants with respect to 521,739 shares of common stock owned of record by the reporting person and 5,000 shares of Series A preferred stock and warrants with respect to 86,956 shares of common stock owned of record by G Mc Exploration, LLC.
(5) Securities owned of record by G Mc Exploration, LLC, in which the reporting person owns 50% of the outstanding membership interests.
(6) Warrants issued in connection with the investment in issuer in which the Series A preferred stock was issued.

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