SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GREENWOOD WILLIAM E

(Last)

(First)

(Middle)

8201 PRESTON ROAD

SUITE 600

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REMINGTON OIL & GAS CORP [ REM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2006

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2006		D		106,341	A	⁽¹⁾	0	D
Common Stock	07/01/2006		D		106,341	D	⁽²⁾	0	D
Common Stock	07/01/2006		D		70,443	D	⁽²⁾	0	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Option	$6.938	07/01/2006		D			25,000	07/01/2006	07/01/2006	Common Stock	25,000	$6.938	0	D
Non-Qualified Option	$9	07/01/2006		D			25,000	07/01/2006	07/01/2006	Common Stock	25,000	$9	0	D
Non-Qualified Option	$11	07/01/2006		D			25,000	07/01/2006	07/01/2006	Common Stock	25,000	$11	0	D
Non-Qualified Option	$4.25	07/01/2006		D			10,000	07/01/2006	07/01/2006	Common Stock	10,000	$4.25	0	D
Non-Qualified Option	$3.75	07/01/2006		D			30,000	07/01/2006	07/01/2006	Common Stock	30,000	$3.75	0	D
Non-Qualified Option	$15.32	07/01/2006		D			5,000	07/01/2006	07/01/2006	Common Stock	5,000	$15.32	0	D
Non-Qualified Option	$17.15	07/01/2006		D			5,000	07/01/2006	07/01/2006	Common Stock	5,000	$17.15	0	D
Non-Qualified Option	$18.81	07/01/2006		D			10,000	07/01/2006	07/01/2006	Common Stock	10,000	$18.81	0	D

Explanation of Responses:

1. Acquired pursuant to agreement and plan of merger, dated as of January 22, 2006, by and among the issuer and Helix Energy Solutions Group, Inc., as amended by Amendment No. 1 to Agreement and Plan of Merger, dated January 24, 2006, by and among the issuer, Helix and Cal Dive Merger - Delaware Inc., a wholly owned subsidiary of Helix (as so amended, the "Merger Agreement") in which, immediately prior to the merger, all of the reporting person's issuer stock options are cancelled and converted into the issuer's common stock that would be issued upon a cashless exercise of the stock options. The cashless exercise was computed by deducting from the number of exercised options (i) the number of shares of issuer common stock equal in value to the exercise price and (ii) all withholding obligations from the shares issued to the holder.

2. Disposed of pursuant to Merger Agreement in which each share of issuer common stock is converted into the right to receive (i) $27.00 in cash, and (ii) 0.436 of a validly issued, fully paid and non-assessable share of Helix having a market value of $40.36 per share on the effective date of the merger.

	/s/ William E. Greenwood	07/05/2006
	** 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).
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