FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RELATIONAL INVESTORS LLC 		2. Issuer Name and Ticker or Trading Symbol

MAGNUM HUNTER RESOURCES CORP [ MHR ] 		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)

12400 HIGH BLUFF DRIVE, SUITE 600 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/11/2015
(Street)

SAN DIEGO, CA 92130
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   6/11/2015     S    669807   D $1.39   (2) 29559273   I   Through Limited Partnerships and managed accounts managed by reporting persons   (1)
Common Stock   6/12/2015     S    1275000   D $1.28   (3) 28284273   I   Through Limited Partnerships and managed accounts managed by reporting persons   (1)
Common Stock   6/15/2015     S    791586   D $1.28   (4) 27492687   I   Through Limited Partnerships and managed accounts managed by reporting persons   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Warrant (right to buy)   $8.50   4/3/2015     J         2142858   (5)   5/29/2014   4/15/2016   Common Stock   2142858   $0.0   0   I   Through limited partnerships and managed accounts managed by reporting persons.  

Explanation of Responses:
( 1)  Relational Investors LLC ("RILLC") is the general partner or investment manager of certain affiliated entities. RILLC and the affiliated entities own a total of 27,492,687 shares. RILLC is managed by Ralph V. Whitworth and David H. Batchelder, each of which is a reporting person hereunder. Ralph V. Whitworth and David H. Batchelder disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.
( 2)  The price in column 4 is a weighted average price. The prices actually received ranged from $1.38 to $1.51. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
( 3)  The price in column 4 is a weighted average price. The prices actually received ranged from $1.25 to $1.36. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
( 4)  The price in column 4 is a weighted average price. The prices actually received ranged from $1.25 to $1.31. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.
( 5)  The Issuer withdrew the Form S-1 registration statement registering the offer and sale of the Common Stock underlying these warrants on April 3, 2015 as the discrepancy between the market price of the Company's common stock and the exercise price of the warrants made it unlikely that the warrants will be exercised. Pursuant to the terms of the warrant agreement, no issuance of shares of Common Stock upon exercise of warrants shall be made unless there is a current prospectus covering such shares of Common Stock under an effective registration statement under the Securities Act.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RELATIONAL INVESTORS LLC
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130
X

WHITWORTH RALPH V
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130
X

BATCHELDER DAVID H
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130
X


Signatures
Relational Investors LLC By: /s/ Ralph V. Whitworth, Principal 6/15/2015
** Signature of Reporting Person Date

/s/ Ralph V. Whitworth 6/15/2015
** Signature of Reporting Person Date

/s/ David H. Batchelder 6/15/2015
** Signature of Reporting Person Date


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 control number.