Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Cohen, Matthew S.	2. Date of Event Requiring Statement (MM/DD/YYYY) 12/1/2014	3. Issuer Name and Ticker or Trading Symbol Stratex Oil & Gas Holdings, Inc. [STTX]
(Last)        (First)        (Middle) 175 S. MAIN, SUITE 900	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            _____ 10% Owner ___ X ___ Officer (give title below)          _____ Other (specify below) Executive VP & General Counsel /
(Street) SALT LAKE CITY, UT 84111        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

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, par value $0.01 per share	400000	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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
Stock Option   (1)	8/8/2014	8/8/2019	Common Stock	2000000	$0.30	D

Explanation of Responses:
( 1)	The stock option becomes exercisable with respect to (i) 1,000,000 shares on August 08, 2014, (ii) 500,000 shares on August 08, 2015 and (iii) 500,000 shares on August 08, 2016.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cohen, Matthew S. 175 S. MAIN, SUITE 900 SALT LAKE CITY, UT 84111			Executive VP & General Counsel

Signatures
/s/ Matthew S. Cohen		12/2/2014
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
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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