8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 11, 2014 (September 9, 2014)

Magellan Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-5507	06-0842255
(Commission File Number)	(IRS Employer Identification No.)
1775 Sherman Street, Suite 1950, Denver, CO	80203
(Address of principal executive offices)	(Zip Code)

(720) 484-2400
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2.):
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))

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

On September 9, 2014, the Board of Directors (the "Board") of Magellan Petroleum Corporation (the "Company"), upon the review and recommendation of the Compensation, Nominating and Governance Committee of the Board, adopted an amendment (the "Amendment") to the Company's previously reported 1998 Stock Incentive Plan (the "1998 Plan") to provide an additional "net exercise" alternative with respect to the cashless exercise provisions in the 1998 Plan for the payment of the purchase price for shares of the Company's common stock that may be acquired pursuant to the exercise of stock options that have been previously granted under the 1998 Plan.

The brief description of the Amendment set forth above is subject to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein. In addition, the 1998 Plan is incorporated by reference as Exhibit 10.2 to this report.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed or incorporated by reference as part of this report:

Exhibit

No.     Description

10.1*Amendment to 1998 Stock Incentive Plan dated effective as of September 9, 2014

10.2    1998 Stock Incentive Plan, as amended and restated through September 28, 2010 (filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on December 13, 2010 and incorporated herein by reference)

*Filed herewith.

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 hereunto duly authorized.

	MAGELLAN PETROLEUM CORPORATION
	By:	/s/ J. Thomas Wilson
		John Thomas Wilson, President and Chief Executive Officer
		(as Principal Executive Officer)
September 11, 2014

EX-10.1

Exhibit 10.1 MAGELLAN PETROLEUM CORPORATION AMENDMENT TO 1998 STOCK INCENTIVE PLAN This document shall constitute an amendment (the “Amendment”) to the 1998 Stock Incentive Plan (the “Plan”), which Plan has been previously amended and restated by the Board of Directors (the “Board”) of Magellan Petroleum Corporation (the “Company”) through September 28, 2010 and approved by the Company’s stockholders on December 8, 2010. Any capitalized terms used but not defined in this Amendment shall have the meanings given to such terms in the Plan. Pursuant to Section 18 of the Plan, the Board may make such modifications or amendments to the Plan as it shall deem advisable, provided that, without the consent of any Participant to whom any Award shall theretofore have been granted, no modification or amendment of the Plan shall adversely affect any rights which may previously have been granted under the Plan to such Participant. In accordance with Section 18 of the Plan, the Board has determined that it is advisable to amend the Plan to provide for an additional cashless exercise alternative with respect to the payment of the purchase price of shares of Stock to be acquired pursuant to the exercise of Options granted under the Plan, and thus hereby amends the Plan as follows: 1. Section 5(d)(ii) of the Plan is amended to add the following provision at the end of Section 5(d)(ii): In addition, the purchase price of shares of Stock to be acquired pursuant to the exercise of an Option granted under the Plan may be paid by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issued upon exercise by the largest whole number of shares with a fair market value (determined as of the same day as the exercise of the Option) that does not exceed the aggregate purchase price; provided, however, that the Company shall accept a cash or other payment from the Optionee to the extent of any remaining balance of the aggregate purchase price not satisfied by such reduction in the number of whole shares of Stock to be issued; provided, further, that shares of Stock will no longer be outstanding under an Option and will not be exercisable thereafter to the extent that (A) shares are used to pay the purchase price pursuant to the “net exercise,” (B) are delivered to the Optionee as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations. 2. All other provisions of the Plan shall continue in full force and effect. * * * * * This Amendment was approved by the Board of Directors of Magellan Petroleum Corporation on September 9, 2014, and shall be effective as of such date.