8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2014

ULTRA PETROLEUM CORP.

(Exact name of registrant as specified in its charter)

Yukon, Canada	001-33614	N/A
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

400 N. Sam Houston Parkway East
Suite 1200

Houston, Texas 77060

(Address of principal executive offices)

(281) 876-0120

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 25, 2014, the Company completed its previously-announced transaction with SWEPI LP (the “Transaction”). In the Transaction, which has an April 1, 2014 effective date, the Company made a cash payment to SWEPI of $925.0 million, subject to customary adjustments, acquired certain oil and gas properties located in Sublette County, Wyoming and disposed of certain oil and gas properties located in Pennsylvania.

A copy of the Purchase and Sale Agreement related to the Transaction was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K dated August 19, 2014 and is incorporated herein by reference.

Section 8 – Other Events

Item 8.01 Other Events.

On September 25, 2014, the Company issued a news release announcing the closing of the Transaction. The full text of the news release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Title of Document
99.1	News Release dated September 25, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ULTRA PETROLEUM CORP.
September 25, 2014	By:	/s/ Kelly L. Whitley
	Name: Title:	Kelly L. Whitley Assistant Corporate Secretary

 Exhibit Index

Exhibit Number	Title of Document
99.1	News Release dated September 25, 2014

EX-99.1

Ultra Petroleum Corp. Announces Closing of Pinedale Acquisition

HOUSTON, Sept. 25, 2014 /PRNewswire/ -- Ultra Petroleum Corp. (NYSE: UPL) today announced the closing of the Pinedale field acquisition from SWEPI, LP (an affiliate of Royal Dutch Shell plc ("Shell")).

"This transaction is a strategic repositioning of our portfolio generating improved returns, increased reserves, higher value markets, increased operatorship and increased control of capital allocation," stated Michael D. Watford, Chairman, President and Chief Executive Officer.

About Ultra Petroleum

Ultra Petroleum Corp. is an independent energy company engaged in domestic natural gas and crude oil exploration, development and production. The company is listed on the New York Stock Exchange and trades under the ticker symbol "UPL".

This notice includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact, including opinions, forecasts, projections or other statements that address activities, events or developments which may occur in the future are forward-looking statements. Although we believe the expectations reflected in the forward-looking statements in this notice are reasonable, we can give no assurance such expectations will prove to have been correct. Certain risks and uncertainties in our business are set forth in our filings with the Securities & Exchange Commission ("SEC"), particularly in the section entitled "Risk Factors" included in our Annual Report on Form 10-K and from time to time in other filings made by us with the SEC. These risks and uncertainties include our ability to complete the Pinedale acquisition, our ability to integrate any properties we acquire into our existing business, the timing and extent of changes in prices for oil and gas, the condition of the capital markets generally, as well as our ability to access the capital markets, the timing and extent of our success in discovering, developing, producing and estimating reserves, the effects of weather and government regulation, availability of oil field personnel, services, drilling rigs and other equipment, and other important factors listed in the reports we file with the SEC which could cause our actual results to differ materially from any projections projected listed in the reports filed by the company with the SEC.

Logo - http://photos.prnewswire.com/prnh/20020226/DATU029LOGO

CONTACT: Kelly L. Whitley, Director, Investor Relations, 281-582-6602, kwhitley@ultrapetroleum.com