SEC Form 4 · accession 0000902664-18-000631
ULTRA PETROLEUM CORP · UPL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
FIR TREE CAPITAL MANAGEMENT LP
10% Owner
Period of report
Feb 1, 2018
Accepted (ET)
Feb 5, 2018 · 7:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001022646
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash Settled Equity SwapF1,F2,F5,F4 | $6.165 | Feb 1, 2018 | J | 2 | A | — | Feb 1, 2021 | Common Shares | 7,038,874 | 2 | I |
| Cash Settled Equity SwapF1,F5,F3,F4 | $6.224 | Feb 2, 2018 | J | 1 | A | — | Feb 2, 2021 | Common Shares | 7,924,063 | 1 | I |
| Cash Settled Equity SwapF1,F5,F3,F4 | $6.176 | Feb 5, 2018 | J | 1 | A | — | Feb 5, 2021 | Common Shares | 4,737,817 | 1 | I |
Explanation of responses
- F1Cash-settled equity swap. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Person disclaims any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts.
- F2This line reflects the current terms of all of the swaps reported on the Form 3 filed by the Reporting Persons.
- F3Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Reporting Person in cash an amount determined in part by reference to any increase between the initial reference price set forth in column 2 of Table II and the market value of a notional number of shares of Common Shares on the applicable expiration date as set forth in Table II or (ii) the Reporting Person will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price set forth in column 2 of Table II and the market value of the reference shares on the applicable expiration date listed in Table II.
- F4The Reporting Person has the right to terminate and close out each total return swap at any time.
- F5The securities to which this filing relates are held directly by certain private-pooled investment vehicles for which the Reporting Person serves as the investment manager (the "Funds"). The Reporting Person is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Common Shares held by the Funds. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the Reporting Person's pecuniary interest in the securities.
Remarks
On December 29, 2017, Fir Tree Inc. converted into a Delaware limited partnership and changed its legal name to "Fir Tree Capital Management LP."