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 EARLIEST EVENT REPORTED: June 1, 2012

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 001-32647

Texas	76-0362774
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4600 Post Oak Place, Suite 100

Houston, Texas 77027

(Address of principal executive offices)

(Zip Code)

(713) 622-3311

(Registrant’s telephone number, including area code)

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2012, ATP Oil & Gas Corporation (the “Company”) announced that Mr. Matt McCarroll replaced Mr. T. Paul Bulmahn as the Chief Executive Officer of the Company. Mr. T. Paul Bulmahn continues to serve as the Company’s Chairman and in the newly created position of Executive Chairman. As of today, June 7, 2012, the Company announced that it was unable to reach a mutually agreeable employment agreement with Mr. McCarroll and effective today he has submitted his resignation. In conjunction with his resignation, the previously announced purchase of shares from the Company by Mr. McCarroll mentioned in the Company’s press release of June 1, 2012 was rescinded.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 1, 2012, the Company held its 2012 Annual Meeting of Shareholders. The following table presents the final voting results for the items that were presented for shareholder approval:

	For		Against		Abstentions		Broker Non-Votes
(1) Election of Class III Directors
Burt A. Adams		13,830,127		6,565,056
Arthur H. Dilly		15,158,524		5,236,659
Brent M. Longnecker		15,235,742		5,159,441
(2) Ratification of the appointment of PriceWaterhouseCoopers LLP as independent auditors of the Company for fiscal year ending December 31, 2012		33,160,204		7,733,256		254,115

All three nominated directors were elected to serve for terms of three years and the appointment of PriceWaterhouseCoopers LLP as the independent auditors for 2012 was ratified.

For additional information on these proposals, please see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2012.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated June 1, 2012

99.2 Press Release dated June 7, 2012

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SIGNATURES

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 and thereunto duly authorized.

	ATP Oil & Gas Corporation
Date: June 7, 2012	By:	/s/ Albert L. Reese Jr.
		Albert L. Reese Jr.
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

News Release

For Immediate Release on 06/01/12

ATP Oil & Gas Corporation, Houston

Chairman and CEO

T. Paul Bulmahn, 713-622-3311

or

Chief Financial Officer

Albert L. Reese Jr., 713-622-3311

www.atpog.com

McCarroll Joins ATP’s Executive Team

HOUSTON – June 1, 2012 – (Business Wire) – ATP Oil & Gas Corporation (NASDAQ: ATPG) today announced that Mr. Matt McCarroll has joined ATP as Chief Executive Officer of ATP Oil & Gas Corporation.

ATP Chairman T. Paul Bulmahn stated, “We are very pleased to add Matt to our leadership team. His successful and proven talent in offshore property development is an asset to ATP. His experience in the offshore Gulf of Mexico will be invaluable to moving forward our Clipper and Telemark properties in addition to our international properties. Matt’s commitment to ATP has already been shown by his purchase today of 1,000,000 shares of our common stock directly from ATP at market price.”

Mr. McCarroll was Founder and Chief Executive Officer of Dynamic Offshore Resources, LLC, a private company that focused on acquiring and developing properties in the Gulf of Mexico. He guided the recent sale of Dynamic Offshore Resources to SandRidge Energy for $1.3 billion. Prior to establishing Dynamic Offshore Resources, Mr. McCarroll served as President of Maritech Resources Inc. He was a member of the senior management team of Plains Resources Inc. and remained with the corporation until 1998. During his time there, he held several management positions, including Vice President of Land and Exploration. Early in his career, McCarroll held positions with Great Southern Oil and Gas in Lafayette, Louisiana and Amoco Production Company in New Orleans. McCarroll earned his B.A. degree in business administration and finance from LSU. He has held several leadership positions within associations in the oil and gas industry and currently serves on the board of directors of the National Ocean Industries Association.

About ATP Oil & Gas Corporation

ATP Oil & Gas is an international offshore oil and gas development and production company with operations in the Gulf of Mexico, Mediterranean Sea and the North Sea. The company trades publicly as ATPG on the NASDAQ Global Select Market. For more information about ATP Oil & Gas Corporation, visit www.atpog.com.

ATP Oil & Gas Corporation 4600 Post Oak Place Suite 100 Houston, TX 77027 www.atpog.com Page 1 of 2

Forward-looking Statements

Certain statements included in this news release contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. ATP cautions that assumptions, expectations, projections, intentions, plans, beliefs or similar expressions used to identify forward-looking statements about future events may, and often do, vary from actual results and the differences can be material from those expressed or implied in such forward looking statements. Some of the key factors which could cause actual results to vary from those ATP expects include, without limitation, volatility in commodity prices for crude oil and natural gas, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting its business. ATP assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law. More information about the risks and uncertainties relating to ATP’s forward-looking statements is found in the company’s SEC filings or website, www.atpog.com.

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ATP Oil & Gas Corporation 4600 Post Oak Place Suite 100 Houston, TX 77027 www.atpog.com Page 2 of 2

EX-99.2

Exhibit 99.2

News Release

For Immediate Release on 06/07/12

ATP Oil & Gas Corporation, Houston

Chairman and CEO

T. Paul Bulmahn, 713-622-3311

or

Chief Financial Officer

Albert L. Reese Jr., 713-622-3311

www.atpog.com

ATP Announces Management Change

HOUSTON – June 7, 2012 – (Business Wire) – On June 1, 2012, ATP Oil & Gas Corporation (NASDAQ: ATPG) announced that Mr. Matt McCarroll replaced Mr. T. Paul Bulmahn as Chief Executive Officer of the company. Mr. Bulmahn continues to serve as Chairman and also in the newly created position of Executive Chairman of ATP. However, as of today, June 7, 2012, the company announced that it was unable to reach a mutually agreeable employment agreement with Mr. McCarroll and effective today he has submitted his resignation. In conjunction with his resignation, the previously announced purchase of shares from the company by Mr. McCarroll mentioned in the June 1, 2012 press release was rescinded.

About ATP Oil & Gas Corporation

ATP Oil & Gas is an international offshore oil and gas development and production company with operations in the Gulf of Mexico, Mediterranean Sea and the North Sea. The company trades publicly as ATPG on the NASDAQ Global Select Market. For more information about ATP Oil & Gas Corporation, visit www.atpog.com.

Forward-looking Statements

Certain statements included in this news release contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. ATP cautions that assumptions, expectations, projections, intentions, plans, beliefs or similar expressions used to identify forward-looking statements about future events may, and often do, vary from actual results and the differences can be material from those expressed or implied in such forward looking statements. Some of the key factors which could cause actual results to vary from those ATP expects include, without limitation, volatility in commodity prices for crude oil and natural gas, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting its business. ATP assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law. More information about the risks and uncertainties relating to ATP’s forward-looking statements is found in the company’s SEC filings or website, www.atpog.com.

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ATP Oil & Gas Corporation 4600 Post Oak Place Suite 100 Houston, TX 77027 www.atpog.com Page 1 of 1