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 OF SECURITIES
                                                                                  
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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 *

McDaniel Stephen James
2. Issuer Name and Ticker or Trading Symbol

ULTRA PETROLEUM CORP [ UPL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

400 N. SAM HOUSTON PARKWAY E., SUITE 1200
3. Date of Earliest Transaction (MM/DD/YYYY)

6/8/2018
(Street)

HOUSTON, TX 77060
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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

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
Restricted Stock Units     (1) 6/8/2018     A      198864         (2)   (2) Common Stock   198864   $0.00   198864   D    
Restricted Stock Units     (3) 6/8/2018     A      9470         (4)   (4) Common Stock   9470   $0.00   208333   D    

Explanation of Responses:
(1)  As compensation for service on the board of directors of the Company as an independent, outside director, the Reporting Person received an award of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.
(2)  The restricted stock units are time-based and will vest, if at all, in three equal annual installments beginning on May 25, 2019. The award will terminate and the applicable restricted stock units will not vest if the Reporting Person is not a director of the Company on the date any portion of the award is scheduled to vest.
(3)  As compensation for service as a member of the ad hoc committee of the board of directors of the Company during January and February 2018, the Reporting Person received an award of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.
(4)  The restricted stock units are time-based and will vest, if at all, on May 25, 2019. The award will terminate and the applicable restricted stock units will not vest if the Reporting Person is not a director of the Company on the data the award is scheduled to vest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
McDaniel Stephen James
400 N. SAM HOUSTON PARKWAY E.
SUITE 1200
HOUSTON, TX 77060
X



Signatures
/s/ Jeanette T. Bowen 6/12/2018
** 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.
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