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

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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^*

wilson j thomas

(Last)

(First)

(Middle)

1775 SHERMAN STREET, SUITE 1950

(Street)

DENVER

80203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGELLAN PETROLEUM CORP /DE/ [ MPET ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2013

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)
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)

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)
Employee Stock Option (right to buy)	$1.03	10/15/2013		A		500,000		⁽¹⁾	10/15/2023	Common Stock	500,000	$0	500,000	D
Employee Stock Option (right to buy)	$1.03	10/15/2013		A		500,000		⁽²⁾⁽³⁾	10/15/2023	Common Stock	500,000	$0	500,000	D

Explanation of Responses:

1. The target stock price options become exercisable, subject to ongoing employment, if, at the end of any period of 90 trading days (a "Window"), (A) the closing price of one share of the Company's common stock as reported by NASDAQ (the "Closing Price") on each of the first ten (10) trading days of a Window equals or exceeds $2.35 per share, and (B) the median of the Closing Price for the Company's common stock during such Window is equal to or exceeds $2.35 per share.

2. The operational performance goal options awarded on October 15, 2013 cover 412,500 shares of common stock and become exercisable upon the Company achieving certain operational performance goals as follows: (A) 10% (41,250 shares) shall vest and become exercisable upon completion of the drilling of the Company's CO2-EOR pilot program; (B) 40% (165,000 shares) shall vest and become exercisable upon a determination by the Board of Directors of the Company (the "Board") that the CO2-EOR pilot program proves the economically-attractive scalability to the Company of a phased, full-field CO2-EOR project at Poplar; (Continued in footnote 3)

3. (C) 20% (100,000 shares) shall vest and become exercisable upon the sale of substantially all Amadeus Basin assets at Board approved prices and terms, or commencement of sales under the Dingo GSPA; (D) 20% (100,000 shares) shall vest and become exercisable upon the ability to participate in the drilling of at least one well in the Weald Basin along with Celtique Energie with internally developed funding (i.e., proceeds of a sale of assets) or an approved farm-out; and (E) 10% (50,000 shares) shall vest and become exercisable upon approval and execution of a farm-out agreement for the drilling of at least one well in NT/P82. The foregoing performance goals relate to planned or possible drilling, development, production, and other potential strategic monetization transactions that are subject to future Board determinations.

	Wesson Liversage, Attorney-in-Fact for J. Thomas Wilson	10/17/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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