SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dover Greg

(Last)

(First)

(Middle)

5100 TENNYSON PARKWAY

STE. 1200

(Street)

PLANO

75024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2010

3. Issuer Name and Ticker or Trading Symbol
DENBURY RESOURCES INC [ DNR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President,Northern Region

5. 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 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	33,920⁽¹⁾	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	01/02/2008	01/02/2014	Common Stock	31,712	$3.4125	D
Stock Option	01/03/2009	01/03/2015	Common Stock	27,248	$6.9275	D
SAR (Payable in Stock)	01/03/2010	01/03/2016	Common Stock	6,816	$12.19	D
SAR (Payable in Stock)	01/02/2010	01/02/2016	Common Stock	9,939	$12.97	D
SAR (Payable in Stock)	01/02/2011	01/02/2017	Common Stock	5,940	$13.895	D
SAR (Payable in Stock)	01/04/2011	01/04/2017	Common Stock	7,104	$15.63	D
SAR (Payable in Stock)	01/02/2012	01/02/2018	Common Stock	4,275	$31.75	D

Explanation of Responses:

1. Included in this amount are 1,484 restricted shares that vest 100% on January 2, 2011, 1,886 restricted shares that vest 100% on January 2, 2012, 6,578 restricted shares that will vest as follow: 4,585 on January 2, 2012 and 2,193 on January 2, 2013, and 7,586 restricted shares that will vest 25% per year, starting on the first anniversary of the date of grant which is January 4, 2011, until fully vested. In addition to the foregoing provisions, all of these shares will vest upon change of control of the issuer.

	Alan Rhoades - Per Confirming Statement	03/15/2010
	** 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.
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 Number.