SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Chernoff Michael Bruce

(Last) (First) (Middle)
C/O VITESSE ENERGY, INC.
5619 DTC PARKWAY, SUITE 700

(Street)
GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vitesse Energy, Inc. [ VTS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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 03/07/2025 A(1) 2,523 A (1) 2,523 D
Common Stock 03/10/2025 A 760(2) A $0 3,283 D
Common Stock 03/07/2025 A(1) 1,487,944(3) A (1) 1,487,944(3) I By Hawthorne Energy Ltd.(4)
Common Stock 03/07/2025 A(1) 211,686(3) A (1) 211,686(3) I By Kai Commercial Trust(5)
Common Stock 03/07/2025 A(1) 409(3) A (1) 409(3) I By Alpine Capital Corp.(6)
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 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: 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
Explanation of Responses:
1. Acquired as a result of the business combination transaction between Vitesse Energy, Inc. ("Vitesse") and Lucero Energy Corp. ("Lucero") contemplated by that certain Arrangement Agreement, dated as of December 15, 2024 (the "Arrangement Agreement"), between Vitesse and Lucero. Pursuant to the Arrangement Agreement, each common share of Lucero was converted into the right to receive 0.01239 shares of Vitesse common stock, par value $0.01 per share.
2. Represents unvested restricted stock units, each of which represents a contingent right to receive one share of Vitesse common stock. The restricted stock units will vest on the day prior to Vitesse's 2025 Annual Meeting of Stockholders, subject to continued service through the vesting date, and will be settled in shares of Vitesse common stock following the vesting date unless such settlement is deferred by the director.
3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
4. The reporting person is a significant shareholder of Hawthorne Energy Ltd.
5. The reporting person is a majority unitholder of Kai Commercial Trust.
6. The reporting person is a significant shareholder of Alpine Capital Corp.
/s/ M. Scott Regan, as attorney-in-fact for M. Bruce Chernoff 03/11/2025
** 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 Number.