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^*

HILL ROBERT J

(Last)

(First)

(Middle)

9700 BISSONNET

SUITE 1700

(Street)

HOUSTON

77036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HYPERDYNAMICS CORP [ HYPD ]

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)
03/30/2004

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, par value $.001	04/02/2004		G		20,000	D	$2.92	347,809	D
Common Stock, par value $.001	04/02/2004		G		4,000	D	$2.92	343,809	D
Common Stock, par value $.001	04/02/2004		G		3,000	D	$2.92	340,809	D
Common Stock, par value $.001	04/02/2004		G		2,000	D	$2.92	338,809	D
Common Stock, par value $.001	04/08/2004		M		1,033,333	A	$0.23	1,372,142	D
Common Stock, par value $.001	04/08/2004		F		82,660⁽³⁾	D	$2.99⁽³⁾	1,289,482	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)
Warrant (Right to Buy)	$0.23⁽¹⁾	03/30/2004		A		333,333⁽¹⁾		03/30/2004	07/25/2006	Common Stock, par value $.001	333,333	⁽¹⁾	333,333	D
Warrant (Right to Buy)	$0.23⁽²⁾	04/08/2004		M			300,000	08/26/2002	07/26/2004	Common Stock par value $.001	300,000	⁽²⁾	0	D
Warrant (Right to Buy)	$0.23⁽²⁾	04/08/2004		M			400,000	08/26/2002	07/25/2005	Common Stock, par value $.001	400,000	⁽²⁾	0	D
Warrant (Right to Buy)	$0.23⁽¹⁾	04/08/2004		M			333,333	03/30/2004	07/25/2006	Common Stock, par value $.001	333,333	⁽¹⁾	0	D

Explanation of Responses:

1. Per Board of Directors meeting dated December 31, 2002, regarding the terms of Mr. Hill's October 31, 2002 resignation, 333,333 shares originally granted 07/25/01, modified August 26, 2002, and scheduled to vest on July 25, 2003 would vest only under agreed-upon conditions. These conditions were met as of March 30, 2004.

2. Warrants were granted and the grant was approved by the Board of Directors on July 25, 2001 with an exercise price of $.40 per share. On August 26, 2002, the Board of Directors approved the reduction price to $.23 per share.

3. 82,660 shares sold as part of a cashless exercise of warrants.

Remarks:

	Robert J. Hill	04/12/2004
	** 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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