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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Third Point LLC

(Last)

(First)

(Middle)

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Baseline Oil & Gas Corp. [ BOGA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 $0.001 per share	07/09/2008		P		106,100	A	$0.45	106,100	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.001 per share	07/16/2008		P		25,000	A	$0.4	131,100	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.001 per share	07/17/2008		P		130,000	A	$0.502	261,100	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.001 per share	07/17/2008		P/K		170,000	A	$0.482	431,100	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.001 per share	07/17/2008		P		55,000	A	$0.478	486,100	I	See Footnotes⁽¹⁾⁽⁴⁾
Common Stock, par value $0.001 per share	07/18/2008		C		62,018,850	A	⁽²⁾	62,504,950	I	See Footnotes⁽¹⁾⁽⁴⁾

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)
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/08/2008		P		2,140,000⁽³⁾		10/01/2007	10/01/2013	Common Stock	2,972,460	$1,883,200	42,265,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/09/2008		P		2,675,000⁽³⁾		10/01/2007	10/01/2013	Common Stock	3,715,575	$2,501,125	44,940,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/16/2008		P		1,000,000⁽³⁾		10/01/2007	10/01/2013	Common Stock	1,389,000	$1,010,000	45,940,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/16/2008		P		3,210,000⁽³⁾		10/01/2007	10/01/2013	Common Stock	4,458,690	$3,210,000	49,150,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/17/2008		S			36,970,000⁽³⁾	10/01/2007	10/01/2013	Common Stock	51,351,330	$36,970,000	12,180,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/17/2008		P		36,970,000⁽³⁾		10/01/2007	10/01/2013	Common Stock	51,351,330	$36,970,000	49,150,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾
14% Senior Subordinated Convertible Secured Notes due 2013	⁽²⁾	07/18/2008		C			44,650,000⁽³⁾	10/01/2007	10/01/2013	Common Stock	62,018,850	$0⁽²⁾	4,500,000⁽³⁾	I	See Footnotes⁽¹⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Third Point LLC

(Last)

(First)

(Middle)

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Loeb Daniel S

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THIRD POINT PARTNERS LP

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THIRD POINT PARTNERS QUALIFIED L P

(Last)

(First)

(Middle)

C/O THIRD POINT LLC

390 PARK AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Third Point LLC ("Third Point") acts as the investment manager of a variety of funds and managed accounts (the "Funds"), including Third Point Partners L.P. ("Partners") and Third Point Partners Qualified L.P. ("Qualified"). The Funds hold in the aggregate $4,500,000 in principal amount of the issuer's 14% Senior Subordinated Convertible Secured Notes due 2013 (the "Notes"), which are convertible into 6,250,500 shares of Common Stock. Third Point, as investment manager of the Funds, and Daniel S. Loeb, as Chief Executive Officer of Third Point, each may be deemed to beneficially own the shares of Common Stock into which such Notes are convertible.

2. Each $1,000 of the principal amount of Notes is convertible into 1,389 shares of Common Stock. The Funds converted $44,650,000 in aggregate principal amount of the Notes into 62,018,850 shares of Common Stock on July 18, 2008.

3. These shares do not include any shares that may be issued, at the Company's election within 30 days after conversion, in satisfaction of a related conversion make-whole amount.

4. Third Point and Mr. Loeb each disclaims beneficial ownership of these securities except to the extent of any indirect pecuniary interest therein, and this report shall not be deemed to be an admission that Third Point or Mr. Loeb is the beneficial owner of these securities for purposes of Section 16 of the Securities and Exchange Act, as amended (the "Act") and the rules promulgated thereunder or for any other purpose. Each of Partners and Qualified hereby disclaims beneficial ownership of any securities reported herein other than those which it directly holds, for purposes of Section 16 of the Act and the rules promulgated thereunder or for any other purpose.

Remarks:

The Power of Attorney given by Daniel S. Loeb is filed as Exhibit 99.2 to the Schedule 13D with respect to the issuer filed with the Securities and Exchange Commission by Third Point LLC and Mr. Loeb on July 18, 2008. Exhibit List: Exhibit 99.1: Joint Filer Information - Daniel S. Loeb Exhibit 99.2: Joint Filer Information - Third Point Partners L.P. Exhibit 99.3: Joint Filer Information - Third Point Partners Qualified L.P.

	/s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC	07/22/2008
	/s/ William Song, Attorney-in-Fact for Daniel S. Loeb	07/22/2008
	/s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Managing Member, Third Point Advisors LLC, General Partner for Third Point Partners L.P.	07/22/2008
	/s/ William Song, Attorney-in-Fact for Daniel S. Loeb, Managing Member, Third Point Advisors LLC, General Partner of Third Point Partners Qualified L.P.	07/22/2008
	** 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.