Sec Form 4 Filing - Begley William E @ MAGELLAN PETROLEUM CORP /DE/ - 2010-02-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Begley William E 2. Issuer Name and Ticker or Trading Symbol MAGELLAN PETROLEUM CORP /DE/ [ MPET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 7 CUSTOM HOUSE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2010 (Street) PORTLAND, ME04101 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 Non-qualified stock option (right to buy) ( 1 ) $ 1.63 02/10/2010 A 533,333 ( 2 ) 02/10/2020 Common Stock 533,333 $ 0 533,333 D Non-qualified stock option (right to buy) ( 1 ) $ 1.63 02/10/2010 A 177,778 ( 3 ) 02/10/2020 Common Stock 177,778 $ 0 711,111 D Non-qualified stock option (right to buy) ( 1 ) ( 4 ) 02/10/2010 A 88,889 ( 4 ) 02/10/2020 Common Stock 88,889 $ 0 800,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Begley William E 7 CUSTOM HOUSE STREET PORTLAND, ME04101 Chief Financial Officer Signatures /s/ William E. Begley, Jr. by Edward B. Whittemore, attorney-in-fact 02/12/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 10, 2010, the reporting person was awarded three non-qualified stock options pursuant to the Company's 1998 Stock Incentive Plan in three Tranches (A, B and C), which options cover an aggregate of 800,000 shares of the Company's Common Stock. ( 2 )The Tranche A time-based options awarded on February 10, 2010 cover 533,333 shares of Common Stock, have an exercise price of $1.63 per share and vest as follows: 177,778 shares vest in full on February 10, 2011, 177,778 shares vest in full on February 10, 2012, and 177,777 shares vest in full on February 10, 2013. ( 3 )The Tranche B performance-based options awarded on February 10, 2010 cover 177,778 shares of Common Stock, have an exercise price of $1.63 per share and vest in full upon completion of the sale of Company securities in one or more equity capital raising transactions (including convertible debt) that result in aggregate net proceeds to the Company of not less than one hundred million dollars ($100,000,000). ( 4 )The Tranche C performance-based options awarded on February 10, 2010 cover 88,889 shares of Common Stock and shall vest in full upon the Board's determination of the attainment of a performance condition in Section 2(e) of the Tranche C Option Award Agreement. The Tranche C options will have an exercise price per share equal to the "fair market value" of a share of Common Stock on the date of the Board's determination that the performance vesting condition has been satisfied.

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.