Form SC 13G - Statement of acquisition of beneficial ownership by individuals

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. _______)*

Zion Oil and Gas, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

989696109

(CUSIP Number)

September 25, 2023

(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 and Exchange Act of 1934 (the “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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

CUSIP No.

13G

Page of

1	NAME OF REPORTING PERSONS

	Donald D. Ellis

2	CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
	(a) ☐
	(b) ☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
		5	SOLE VOTING POWER
		47,113,449 Shares

NUMBER OF		6	SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH REPORTING		47,113,449 Shares
PERSON WITH
		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	47,113,449

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.50%
12	TYPE OF REPORTING PERSON

IN (Individual)

Item 1. Security and Issuer.

	(a)	Name of Issuer: Zion Oil and Gas, Inc.

(b)

Address of Issuer: 12655 North Central Expressway, Suite 1000, Dallas, Texas, 75243

Item 2. Identity and Background.

Item 2(a).	Name of Person Filing: Donald D. Ellis



Item 2(b)	Address of Principal Business Office or, if none, Residence: 2750 Fox Grove Court, Colorado Springs, Colorado, 80906



Item 2(c).	Citizenship or Place of Organization: United States



Item 2(d).	Title of Class of Securities: common stock, par value $0.01 per share



Item 2(e).	CUSIP Number: 989696109

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(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)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A 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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

a)	Amount beneficially owned: 47,113,449 shares

b)	Percent of class: 7.50%

c)	Number of shares as to which the Reporting Person has:

	(i) Sole power to vote or to direct the vote: 47,113,449

	(ii) Shared power to vote or to direct the vote:

	(iii) Sole power to dispose or to direct the disposition of: 47,113,449

	(iv) Shared power to dispose or to direct the disposition of:

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

	Not Applicable

Item 6.	Ownership of More than 5 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 or Control Person.

	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.

Certifications.

For Rule 13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and 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 such purpose or effect.

For Rule 13d-1(c)

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.

SIGNATURES

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 accurate.