Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
  CERNA JAMES J JR
 2. Date of Event Requiring Statement (Month/Day/Year)
01/14/2014		 3. Issuer Name and Ticker or Trading Symbol
Armada Oil, Inc. [AOIL]
(Last)
(First)
(Middle)
C/O ARMADA OIL, INC., 5220 SPRING VALLEY ROAD, SUITE 615		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75254		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,484,000 (1)
D
 
Common Stock 500,000
I
The 2012 Cerna Intervivos Trust (2)
Common Stock 400,000
I
The 2012 Cerna Intervivos Trust (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Statutory Options 12/31/2013 12/31/2017 Common Stock 150,000 (3) $ 0.4 D  
Statutory Options 04/19/2013 04/01/2018 Common Stock 500,000 (4) $ 0.4 D  
Statutory Options 06/08/2013 06/07/2017 Common Stock 40,000 (5) $ 0.36 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CERNA JAMES J JR
C/O ARMADA OIL, INC.
5220 SPRING VALLEY ROAD, SUITE 615
DALLAS, TX 75254		   X     President  

Signatures

/s/ James J. Cerna, Jr. 01/30/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Direct ownership includes 10,000 shares under a restricted stock grant that was assumed by the Issuer under an Asset Acquisition Agreement (the "Acquisition Agreement") between Mesa Energy Holdings, Inc. ("Mesa") and the Issuer. The grant was made under the Issuer's 2012 Long-Term Incentive Plan and the shares are fully vested. Direct ownership also includes 74,000 shares of Issuer's common stock that were issued in exchange for shares of Mesa common stock pursuant to the Acquisition Agreement. The remaining shares were held by Mr. Cerna prior to the closing of the Acquisition Agreement.
(2) Mr. Cerna is a joint trustee of this entity and has voting and dispositive power over the shares owned by this entity.
(3) These options were issued on December 31, 2013 and are fully vested.
(4) These options were issued on April 19, 2013 and are fully vested.
(5) This Incentive Stock Option was assumed by the Issuer under the Acquisition Agreement between Mesa and the Issuer and replaced with an Incentive Stock Option to buy shares of the Issuer's common stock under the Armada's 2012 Long-Term Incentive Plan. These shares were issued on June 8, 2012 and are fifty percent vested. The balance of the shares will be vested on June 8, 2014.

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