Sec Form 4 Filing - FIR TREE CAPITAL MANAGEMENT LP @ ULTRA PETROLEUM CORP - 2018-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
FIR TREE CAPITAL MANAGEMENT LP
2. Issuer Name and Ticker or Trading Symbol
ULTRA PETROLEUM CORP [ UPL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
55 WEST 46TH STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2018
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash Settled Equity Swap ( 1 ) ( 2 ) $ 6.165 02/01/2018 J/K( 2 ) 2 ( 4 ) 02/01/2021 Common Shares 7,038,874 ( 1 ) 2 I See footnotes ( 5 )
Cash Settled Equity Swap ( 1 ) $ 6.224 ( 3 ) 02/02/2018 J/K 1 ( 4 ) 02/02/2021 Common Shares 7,924,063 ( 1 ) 1 I See footnotes ( 5 )
Cash Settled Equity Swap ( 1 ) $ 6.176 ( 3 ) 02/05/2018 J/K 1 ( 4 ) 02/05/2021 Common Shares 4,737,817 ( 1 ) 1 I See footnotes ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIR TREE CAPITAL MANAGEMENT LP
55 WEST 46TH STREET
29TH FLOOR
NEW YORK, NY10036
X
Signatures
/s/ Fir Tree Capital Management LP; By: Brian Meyer, its General Counsel 02/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Cash-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.
( 2 )This line reflects the current terms of all of the swaps reported on the Form 3 filed by the Reporting Persons.
( 3 )Upon 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.
( 4 )The Reporting Person has the right to terminate and close out each total return swap at any time.
( 5 )The 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."

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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