| OMB APPROVAL | ||||
| OMB Number: | 3235-0101 | |||
| Expires: | December 31, 2006 | |||
| Estimated average burden hours per response |
4.47 | |||
| SEC USE ONLY | ||||
| DOCUMENT SEQUENCE NO. | ||||
| CUSIP NUMBER | ||||
| WORK LOCATION | ||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
| ATTENTION: | Transmit for filing 3 Copies of this form concurrently with either placing
an order with a broker to execute sale or executing a sale directly with a market maker. |
| 1(a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT. NO. | (c) S.E.C. FILE NO. | ||
| PrimeEnergy Corporation | 84-0637348 | 0-7406 | ||
| 1(d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO. | |||||||
| AREA CODE | NUMBER | |||||||||||
| One Landmark Square | Stamford | CT | 06901 | 203 | 357-5700 | |||||||
| 2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) IRS IDENT. NO. | (c) RELATIONSHIP
TO ISSUER |
(d) ADDRESS | STREET | CITY | STATE | ZIP CODE | |||||||
| Jan K. Smeets | Director | One Landmark Sq. | Stamford | CT | 06901 | |||||||||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3(a) | (b) | (c) | (d) | |||||
| Title of the | Name and Address of Each Broker | SEC USE ONLY | Number of Shares | Aggregate | ||||
| Class of | Through Whom the Securities are to be | or Other Units | Market | |||||
| Securities | Offered or Each Market Maker who is | Broker-Dealer | To Be Sold | Value | ||||
| To Be Sold | Acquiring the Securities | File Number | (See instr. 3(c)) | (See instr. 3(d)) | ||||
| Common Stock, | RBC Dain Rauscher | 10,000 | $560,000 | |||||
| $.10 par | 550 W. Texas Avenue | (4/04/07) | ||||||
| Suite 120 | ||||||||
| Midland, Texas 79701 |
| (e) | (f) | (g) | ||
| Number of Shares | Approximate | Name of Each | ||
| or Other Units | Date of Sale | Securities | ||
| Outstanding | (See instr. 3(f)) | Exchange | ||
| (See instr. 3(e)) | (MO. DAY YR.) | (See instr. 3(g)) | ||
| 3,194,731 | 4/9/07 | NASDAQ | ||
INSTRUCTIONS:
| 1. | (a) | Name of issuer | ||
| (b) | Issuer’s I.R.S. Identification Number | |||
| (c) | Issuer’s S.E.C. file number, if any | |||
| (d) | Issuer’s address, including zip code | |||
| (e) | Issuer’s telephone number, including area code | |||
| 2. | (a) | Name of person for whose account the securities are to be sold | ||
| (b) | Such person’s I.R.S. identification number, if such a person is an entity | |||
| (c) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | |||
| (d) | Such person’s address, including zip code | |||
| 3. | (a) | Title of the class of securities to be sold | ||
| (b) | Name and address of each broker through whom the securities are intended to be sold | |||
| (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice | |||
| (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |||
| (f) | Approximate date on which the securities are to be sold | |||
| (g) | Name of each securities exchange, if any, on which the securities are intended to be sold |
| Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | OVER SEC 1147 (01-04) |
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
| Name of Person from | ||||||||||||
| Whom Acquired | Amount of | |||||||||||
| Title of | Date you | Nature of Acquisition | (If gift, also give | Securities | Date of | |||||||
| the Class | Acquired | Transaction | date donor acquired) | Acquired | Payment | Nature of Payment | ||||||
| Common Stock $.10 par | (1) | (1) | (1) | (1) | (1) | (1) | ||||||
INSTRUCTIONS:
| 1. | If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. | |
| 2. | If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto. |
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Amount of | ||||||||
| Securities | ||||||||
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Sold | Gross Proceeds | ||||
| None | ||||||||
REMARKS:
(1) The shares of common stock reported hereunder were distributed to Mr. Smeets in August, 1997, in a partial liquidation of Batavia Holdings, Inc., (“Batavia”), a private corporation of which Mr. Smeets is the sole stockholder, director and president. The shares were acquired by Batavia as an allocation of its beneficial interest in a joint venture holding such shares and others, terminated in 1990. These shares were acquired with personal funds, and no borrowed funds were used in connection with the acquisition of such shares.
INSTRUCTIONS:
See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
| April 5,2007 |
| DATE OF NOTICE |
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.
| /s/ Jan K. Smeets |
| (SIGNATURE) |
The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)