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
                                                                                  
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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 *

Smalling Scott 		2. Issuer Name and Ticker or Trading Symbol

EQUAL ENERGY LTD. [ EQU ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Senior VP & CFO
(Last)          (First)          (Middle)

C/O EQUAL ENERGY LTD., 4801 GAILLARDIA PARKWAY, SUITE 325 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2014
(Street)

OKLAHOMA CITY, OK 73142
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   7/31/2014     D    96474   A $5.43   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Restricted Stock Units   $0.0   7/31/2014     D         60619      (1)   (1) Common Stock   60619   $5.43   0   D    
Employee Stock Option (Right to Buy)   $3.05   (2) 7/31/2014     D         34500      (3) 2/1/2017   Common Shares   34500   $2.38   (4) 0   D    

Explanation of Responses:
( 1)  Represents dividend equivalent rights that accrued on unvested shares of restricted stock pursuant to the Equal Energy Ltd. Restricted Shares and Performance Share Incentive Plan (2010).
( 2)  Represented in Canadian Dollars.
( 3)  Vested as follows: 11,500 on 2/1/2014; 11,500 on 2/1/2015; and 11,500 on 2/1/2016.
( 4)  The options were cancelled by mutual agreement between the reporting person and Equal Energy Ltd. (the "Issuer"). As consideration for the cancellation of the options, the reporting person received the difference between the option exercise price and the $5.43 purchase price offered by Petroflow Energy Corporation ("Petroflow") in a transaction between Petroflow and the Issuer, wherein Petroflow acquired all outstanding shares of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smalling Scott
C/O EQUAL ENERGY LTD.
4801 GAILLARDIA PARKWAY, SUITE 325
OKLAHOMA CITY, OK 73142

Senior VP & CFO

Signatures
/s/ Scott Smalling 8/4/2014
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who 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.
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