| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ULTRA PETROLEUM CORP [ UPL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/12/2017 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/12/2017 | J(1)(2) | 35,916 | D | $0.00(1)(2) | 0 | D | |||
| Common Stock | 04/12/2017 | J(3) | 18,732 | A | $0.00(3) | 18,732 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 04/12/2017 | A(5) | 245,040 | (6) | (6) | Common Stock | 245,040 | $0.00 | 245,040 | D | ||||
| Explanation of Responses: |
| 1. On April 29, 2016, the Issuer and each of its subsidiaries, including Keystone Gas Gathering, LLC, Ultra Resources, Inc., Ultra Wyoming, Inc., Ultra Wyoming LGS, LLC, UP Energy Corporation, UPL Pinedale, LLC and UPL Three Rivers Holdings, LLC (collectively, with the Issuer, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On March 14, 2017, the Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan of Reorganization, dated as of March 10, 2017 (as amended, modified or supplemented from time to time, the "Plan"), and on April 12, 2017 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. |
| 2. On the Effective Date, all outstanding shares of the Issuer's common stock ("Old Common Stock") were cancelled and extinguished. |
| 3. New shares of the Issuer's common stock, no par value per share (the "New Shares") were issued to the Reporting Person pursuant to the Plan in exchange for Old Common Stock held by the Reporting Person on the Effective Date under the Plan. The Reporting Person received 0.521562 New Shares for every share of Old Common Stock held by the Reporting Person on the Effective Date. The receipt of New Shares was involuntary, without consideration and in accordance with the Plan approved by the Bankruptcy Court. The number of New Shares listed for the Reporting Person also reflects a correction of an inadvertent error in the reporting of initial beneficial securities owned by the Reporting Person on the Form 3 for the Reporting Person filed May 2, 2016. |
| 4. Each restricted stock unit ("Restricted Stock Unit") represents a contingent right to receive one New Share. |
| 5. In accordance with the Plan, the Reporting Person received an award of Restricted Stock Units. |
| 6. The Restricted Stock Units will vest as follows: (i) one-third (1/3) on the date such Restricted Stock Units are converted and the New Shares underlying such Restricted Stock Units are actually delivered to Reporting Person; (ii) one-third (1/3) if the enterprise value as provided for in the Plan (the "Enterprise Value") equals or exceeds $6.0 billion; and (iii) one-third (1/3) if the Enterprise Value equals or exceeds $6.6 billion. |
| Remarks: |
| /s/ Jeanette T. Bowen | 04/13/2017 | |
| ** 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 Number. | ||