CUSIP No. 09216Q103 Page 1 of 6 pages
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
 

Black Ridge Oil & Gas, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
09216Q103
(CUSIP Number)
 
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

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 ("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. 09216Q103 Page 2 of 6 pages

 

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Sheldon T. Fleck
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
USA
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
44,385,143
 
 
 
 
6
SHARED VOTING POWER
 
 
2,000,000
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
44,385,143
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,000,000
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
46,385,143
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
9.7%
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

 

   
 
CUSIP No. 09216Q103 Page 3 of 6 pages

 

Item 1(a). Name of Issuer:

Black Ridge Oil & Gas, Inc.
 
Item 1(b). Address of Issuer's Principal Executive Offices:

110 North 5th Street, Suite 410, Minneapolis, MN 55403

Item 2(a). Name of Person Filing:

Sheldon T. Fleck

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

4611 Browndale Avenue, Edina, MN 55424

Item 2(c). Citizenship:

USA

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

Common Stock
 
Item 2(e). CUSIP Number:

09216Q103
 
Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing Is a(n):

(a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e) Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);

(f) Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);

(g) Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);

(h) Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

CUSIP No. 09216Q103 Page 4 of 6 pages

 

(i) Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);

(k) Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ .
 
Item 4. Ownership.

(a) Amount beneficially owned:  
46,385,143
 
4,308,679 shares of Common Stock reported are held by the reporting person individually.
 
40,001,464 shares of Common Stock reported are held in the reporting person's individual retirement account, over which shares of Common Stock the reporting person has the sole voting and dispositive power.
 
75,000 shares of Common Stock reported are issuable pursuant to warrants held by the reporting person's individual retirement account exercisable within sixty days of the acquisition date.
 
500,000 shares of Common Stock reported are held by the reporting person's spouse, over which the reporting person shares voting and dispositive power.
 
1,500,000 shares of Common Stock reported are held by the individual retirement account of the reporting person's spouse, over which the reporting person shares voting and dispositive power.
 
 
(b) Percent of class:  9.7%

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

(i) Sole power to vote or to direct the vote: 
44,385,143

(ii) Shared power to vote or to direct the vote: 
2,000,000

  (iii) Sole power to dispose or to direct the disposition of: 
44,385,143

  (iv) Shared power to dispose or to direct the disposition of: 
2,000,000
 
CUSIP No. 09216Q103 Page 5 of 6 pages

 

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

If this 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 .

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

Not Applicable

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

Not Applicable

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

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable
 
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, other than activities solely in connection with a nomination under §240.14a-11.
 
[Signature Page Follows]
 
   
 
CUSIP No. 09216Q103 Page 6 of 6 pages

 

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:  January 11, 2018
 
 
BLACK RIDGE OIL & GAS, INC.
 
 
By:
 /s/  Stanley A. Javorski
   
Name:   Stanley A. Javorski
   
Title:     Power of Attorney