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Filing Details

Accession Number:: 0001441557-13-000071
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-20 18:20:14
Reporting Period:: 2013-08-20

Filing Date:: 2013-08-20
Accepted Time:: 2013-08-20 18:20:14
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1432001	American Sands Energy Corp.	AMSE	Crude Petroleum & Natural Gas (1311)	870405708

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1142217	C William Gibbs	2610 Hillsden Drive Holladay UT 84117	Chief Executive Officer	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-08-20	464,300	$0.25	9,835,700	No	4	S	Indirect	By LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Convertible Note	Disposition	2013-08-20	0	$0.50	535,704	$0.50
Common Stock, Preferred Stock Or Debt Instrument	Convertible Note	Acquisiton	2013-08-20	0	$0.00	0	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,893,102	2013-08-20	2014-06-30	No	4	J	Indirect
2,893,102	2013-08-20	2014-06-30	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Options	$1.15	2012-06-15	2017-06-15	75,000	2,050,000	Direct
Common Stock	Options	$0.50	2012-07-31		2,098,699	4,148,699	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-06-15	75,000	2,050,000	Direct
	2,098,699	4,148,699	Direct

Footnotes

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.
1/3 of options exercisable immediately; 1/3 exercisable 06/15/2013; remaining 1/3 exercisable 06/15/2014.
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.
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.
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.