Form: 4

Statement of changes in beneficial ownership of securities

January 7, 2021

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bounds Cary M
  2. Issuer Name and Ticker or Trading Symbol
VAALCO ENERGY INC /DE/ [EGY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
9800 RICHMOND AVE., SUITE 700
3. Date of Earliest Transaction (Month/Day/Year)
01/05/2021
(Street)

HOUSTON, TX 77042
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 01/05/2021   M(1)   59,860 A $ 1.04 814,429 D  
Common Stock 01/05/2021   M(1)   59,860 A $ 1.04 874,289 D  
Common Stock 01/05/2021   M(1)   59,860 A $ 1.04 934,149 D  
Common Stock 01/05/2021   D(1)   59,860 D $ 1.91 874,289 D  
Common Stock 01/05/2021   D(1)   59,860 D $ 1.91 814,429 D  
Common Stock 01/05/2021   D(1)   59,860 D $ 1.91 754,569 D  
Common Stock 01/05/2021   M   59,860 A $ 1.04 814,429 D  
Common Stock 01/05/2021   F   39,027 D $ 1.91 775,402 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Appreciation Right $ 1.04 01/05/2021   M     59,860 03/18/2017 03/18/2021 Common Stock 59,860 $ 0 119,720 D  
Stock Appreciation Right $ 1.04 01/05/2021   M     59,860 03/18/2018 03/18/2021 Common Stock 59,860 $ 0 59,860 D  
Stock Appreciation Right $ 1.04 01/05/2021   M     59,860 03/18/2019 03/18/2021 Common Stock 59,860 $ 0 0 D  
Employee Stock Option (right to buy) $ 1.04 01/05/2021   M     59,860 03/18/2018 03/18/2021 Common Stock 59,860 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Bounds Cary M
9800 RICHMOND AVE.
SUITE 700
HOUSTON, TX 77042
  X     Chief Executive Officer  

Signatures

 /s/Cary Bounds by Michael G. Silver as attorney-in-fact   01/07/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents exercise of cash-settled SARs, which is treated as the simultaneous purchase for the number of shares for which SARs are exercised and the sale of the same number of shares. No shares were purchased or sold.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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