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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DUNE ENERGY INC [ DUNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/12/2012 | P | 4,000 | A | $2.25 | 4,000 | D | |||
Common Stock | 07/12/2012 | P | 4,000 | A | $2.25 | 8,209,263 | I | See Explanations and Responses(1)(2)(3)(4)(5)(6)(7)(8)(9) | ||
Common Stock | 07/13/2012 | P | 72 | A | $2.25 | 4,072 | D | |||
Common Stock | 07/13/2012 | P | 72 | A | $2.25 | 8,209,335 | I | See Explanations and Responses(1)(2)(3)(4)(5)(6)(7)(8)(10) | ||
Common Stock | 07/16/2012 | P | 389 | A | $2 | 4,461 | D | |||
Common Stock | 07/16/2012 | P | 389 | A | $2 | 8,209,724 | I | See Explanations and Responses(1)(2)(3)(4)(5)(6)(7)(8)(11) | ||
Common Stock | 07/31/2012 | P | 270 | A | $2.05 | 4,731 | D | |||
Common Stock | 07/31/2012 | P | 270 | A | $2.05 | 8,209,994 | I | See Explanations and Responses(1)(2)(3)(4)(5)(6)(7)(8)(12) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in footnote 6 below) or any of the General Partners (as defined in Footnote 4 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock") of Dune Energy Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM, GP Holdings and the General Partners disclaim such beneficial ownership, except to the extent of their pecuniary interest |
2. BMCM is the investment manager of each of (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which directly owns 1,896,955 shares of Common Stock (the "BMCA Shares"), (ii) BlueMountain Long/Short Credit Master Fund L.P. ("Long/Short Credit") which directly owns 1,851,179 shares of Common Stock (the "Long/Short Credit Shares"), (iii) BlueMountain Distressed Master Fund L.P. ("Distressed"), which directly owns 1,635,838 shares of Common Stock (the "Distressed Shares"), (iv) BlueMountain Strategic Credit Master Fund L.P. ("Strategic Credit"), which directly owns 252,612 shares of Common Stock (the "Strategic Credit Shares"), (cont'd in Footnote 3) |
3. (v) BlueMountain Timberline Ltd. ("Timberline"), which directly owns 1,673,786 shares of Common Stock (the "Timberline Shares"); (vi) Humphreys Peak, LLC ("Humphreys"), which directly owns 762,393 shares of Common Stock (the "Humphreys Shares"); (vii) BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC ("AAI") which directly owns 132,500 shares of Common Stock (the "AAI Shares") and (viii) BlueMountain Kicking Horse Fund L.P. ("Kicking Horse" and together with BMCA, Long/Short Credit, Distressed, Strategic Credit, Timberline, AAI and Humphrey's, the "BlueMountain Funds") which directly owns 4,731 shares of Common Stock (the "Kicking Horse Shares"). The shareholding information set forth in Footnote 2 and this Footnote 3 is as of 07/31/2012. |
4. BMCM, although it directs the voting and disposition of the shares held by the BlueMountain Funds, only receives an asset-based fee relating to such shares of Common Stock |
5. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the BMCA Shares owned by BMCA; (ii) BlueMountain Long/Short Credit GP, LLC ("Long/Short Credit GP") is the general partner of Long/Short Credit and has an indirect profits interest in the Long/Short Credit Shares owned by Long/Short Credit; (iii) BlueMountain Distressed GP, LLC ("Distressed GP") is the general partner of Distressed and has an indirect profits interest in the Distressed Shares owned by Distressed; (iv) BlueMountain Strategic Credit GP, LLC ("Strategic Credit GP") is the general partner of Strategic Credit and has an indirect profits interest in the Strategic Credit Shares owned by Strategic Credit (cont'd in Footnote 6) |
6. and (vii) BlueMountain Kicking Horse Fund GP, LLC ("Kicking Horse GP", and together with BMCA GP, Long/Short Credit GP, Distressed GP and Strategic Credit GP, the "General Partners") is the general partner of Kicking Horse and has an indirect profits interest in the Kicking Horse Shares owned by Kicking Horse |
7. BlueMountain GP Holdings, LLC ("GP Holdings") is the ultimate general partner of each of BMCA, Long/Short Credit, Distressed, Kicking Horse and Strategic Credit (the "Partnerships") and is the special member of Humphreys and has an indirect profits interest in the Common Stock owned by each of the Partnerships and Humphreys |
8. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for BMCM, the General Partners and the BlueMountain Funds is being filed separately and simulaneously with this Form 4 due to the limitation of ten Reporting Persons per each filing. |
9. On July 12, 2012, Kicking Horse purchased 4,000 shares of Common Stock |
10. On July 13, 2012, Kicking Horse purchased 72 shares of Common Stock |
11. On July 16, 2012, Kicking Horse purchsed 389 shares of Common Stock |
12. On July 31, 2012, Kicking Horse purchased 270 shares of Common Stock |
BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer | 09/12/2012 | |
Humphreys Peak, LLC By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer | 09/12/2012 | |
BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer | 09/12/2012 | |
BlueMountain Kicking Horse Fund L.P. By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer | 09/12/2012 | |
BlueMountain Kicking Horse Fund GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer | 09/12/2012 | |
** 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. |