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*
WORTHEY MARK
(Last) (First) (Middle)
5100 TENNYSON PARKWAY
SUITE 1200
(Street)
PLANO TX 75024
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DENBURY RESOURCES INC [ DNR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr.VP Operations Until 6/5/06
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2006
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)
Code V Amount (A) or (D) Price
Common Stock 06/05/2006 D 304,500(1) D $0 109,405 D
Common Stock 06/05/2006 D 1,513(2) D $0 107,892 D
Common Stock 06/05/2006 A 136,500(1) A $0 244,392 D
Common Stock 06/05/2006 F 46,998(3) D $31.85 197,394 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
Stock Option $5.635 06/05/2006 A 29,740(4) 01/02/2007 12/31/2007 Common Stock 29,740 $0 29,740 D
Stock Option $5.635 06/05/2006 D 29,740(4) 01/02/2007 01/02/2013 Common Stock 29,740 $0 0 D
Stock Option $6.825 06/05/2006 A 33,350(4) 01/02/2008 12/31/2008 Common Stock 33,350 $0 33,350 D
Stock Option $6.825 06/05/2006 D 33,350(4) 01/02/2008 01/02/2014 Common Stock 33,350 $0 0 D
Stock Option $13.855 06/05/2006 D 28,650(5) 01/03/2009 01/03/2015 Common Stock 28,650 $0 0 D
Stock Option $24.38 06/05/2006 D 6,050(5) 01/03/2010 01/03/2016 Common Stock 6,050 $0 6,050 D
Explanation of Responses:
1. The two reported transactions involved an amendment of an outstanding restricted stock award resulting in the deemed cancellation of the "old" award and grant of a replacement award. Under the original award, 182,000 shares were originally scheduled to vest in four tranches at 45,500 shares annually each August 6th of 2006 through 2009, and 122,500 shares were originally scheduled to vest pursuant to the retirement provision of the plan. In accordance with amendment of this award pursuant to a separation agreement between Mr. Worthey and Denbury, Mr. Worthey was immediately vested in 136,500 shares of the original restricted share awards and 168,000 restricted shares were forfeited.
2. These shares were originally issued pursuant to a restricted stock award and were forfeited upon Mr. Worthey's termination from Denbury.
3. Reflects restricted shares used to satisfy minimum tax withholding.
4. These reported transactions involve an amendment of these outstanding option awards, resulting in the deemed cancellation of the "old" option awards and the grant of replacement options, by providing for the retention of these options by Mr. Worthey beyond the termination of his employment and amendments to the expiration date of these options.
5. These options and SAR were cancelled due to the termination of the employment of Mr. Worthey.
Mark Allen - Per Confirming Statement 06/07/2006
** 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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