Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
White River Energy Corp
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
34963A 101
(CUSIP Number)
Randy May
609 W/ Dickson St., Suite 102 G
Fayetteville, AR
(800) 203-5610
November 27, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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 (“Act”) 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. 34963A101 | 13D | Page 2 of 5 |
| 1. Names of Reporting Persons |
| Randy S. May |
| 2. Check the Appropriate Box if a Member of a Group |
| (a) ☐ |
| (b) ☐ |
| 3. SEC Use Only |
| 4. Source of Funds |
| OO |
| 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
| ☐ |
| 6. Citizenship or Place of Organization |
| United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. Sole Voting Power |
| 500,000 (1) | |
| 8. Shared Voting Power | |
| 1,587,063 (2) | |
| 9. Sole Dispositive Power | |
| 500,000 (1) | |
| 10. Shared Dispositive Power | |
| 1,587,063 (2) |
| 11. Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,087,063 (1)(2) |
| 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| ☐ |
| 13. Percent of Class Represented by Amount in Row (11) |
| 11.3% (3) |
| 14. Type of Reporting Person |
| IN |
| (1) | Consists of 500,000 restricted stock units (“RSUs”) which vest within 60 days. | |
| (2) | Consists of shares of Common Stock held by The May Family Foundation (the “Foundation”), which Mr. May may be deemed to beneficially own as his niece is a control person of that entity. Mr. May disclaims beneficial ownership of the securities held by the Foundation and has no pecuniary interest in such shares. | |
| (3) | See Item 5 below. |
| CUSIP No. 34963A101 | 13D | Page 3 of 5 |
ITEM 1. SECURITY AND ISSUER
This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”) of White River Energy Corp, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer are located at 609 W/ Dickson St., Suite 102 G, Fayetteville, AR.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Randy S. May (the “Filing Person”).
(b) The principal business address of the Filing Person is c/o White River Energy Corp, 609 W/ Dickson St., Suite 102 G, Fayetteville, AR.
(c) Mr. May’s principal occupation is serving as Chief Executive Officer and Chairman of the Board of Directors of the Issuer, as well as Chief Executive Officer and Chairman of the Board of Directors of RiskOn International, Inc.
(d) During the last five years, the Filing Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, the Filing Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) Mr. May is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 29, 2021, the Foundation received 1,587,063 shares of the Issuer’s Common Stock as charitable donations from various entities including an entity controlled by Mr. May.
Mr. May is entitled to receive 500,000 shares of Common Stock within 60 days of November 27, 2023 upon vesting of RSUs granted to him as compensation for his services as an officer of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Item 3 above is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) |
Aggregate Number and Percentage of Class of Securities
The beneficial ownership percentages disclosed below are based on 18,079,468 shares of Common Stock outstanding as of November 7, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. Ms. Boyce is a director of the Foundation and Mr. May’s niece. As such, Mr. May may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) 1,587,063 shares of the Issuer’s common stock held by the Foundation, although he has no pecuniary interest in such shares. To the extent Mr. May is deemed to beneficially own such shares, Mr. May disclaims beneficial ownership of these securities for all other purposes. In addition, Mr. May, beneficially owns in his individual capacity 500,000 RSUs which vest within 60 days. |
| (b) | Except for the 500,000 shares underlying RSUs, the Foundation has voting and dispositive power over the Issuer’s securities as described above in Item 5(a). |
| (c) | No reportable transactions occurred during the past 60 days prior to the date hereof. |
| CUSIP No. 34963A101 | 13D | Page 4 of 5 |
| (d) | To the best knowledge of the Filing Person, no person, other than the Filing Person, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities of the Issuer beneficially owned by the Filing Person. |
| (e) | Not applicable. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
To the knowledge of the Filing Person, there are no contracts, arrangements, understanding or relationships (legal or otherwise) among the person named in Item 2 and any person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
| CUSIP No. 34963A101 | 13D | Page 5 of 5 |
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.
| December 7, 2023 | /s/ Randy S. May | |
| Date | Randy S. May |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.