0001181431-12-066977.txt : 20121226 0001181431-12-066977.hdr.sgml : 20121224 20121226063558 ACCESSION NUMBER: 0001181431-12-066977 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121220 FILED AS OF DATE: 20121226 DATE AS OF CHANGE: 20121226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DUNE ENERGY INC CENTRAL INDEX KEY: 0001092839 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 954737507 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO SHELL PLAZA STREET 2: 777 WALKER STREET SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132296300 MAIL ADDRESS: STREET 1: TWO SHELL PLAZA STREET 2: 777 WALKER STREET SUITE 2300 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: IP FACTORY INC DATE OF NAME CHANGE: 19990809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain GP Holdings, LLC CENTRAL INDEX KEY: 0001540859 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283706 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE, 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE, 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Humphreys Peak, LLC CENTRAL INDEX KEY: 0001543689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283705 BUSINESS ADDRESS: STREET 1: 2711 CENTERVILLE ROAD STREET 2: SUITE 400 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC CENTRAL INDEX KEY: 0001546863 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283704 BUSINESS ADDRESS: STREET 1: BEAUX LANE HOUSE, MERCER STREET LOWER CITY: DUBLIN STATE: L2 ZIP: DUBLIN 2 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund GP, LLC CENTRAL INDEX KEY: 0001557778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283702 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Kicking Horse Fund L.P. CENTRAL INDEX KEY: 0001557943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283703 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3990 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Credit Opportunities GP I, LLC CENTRAL INDEX KEY: 0001564703 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283701 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BlueMountain Credit Opportunities Master Fund I L.P. CENTRAL INDEX KEY: 0001564705 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27897 FILM NUMBER: 121283707 BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: PO BOX 309 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-905-3900 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 5TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 4 1 rrd364774.xml FORM 4 X0306 4 2012-12-20 0 0001092839 DUNE ENERGY INC DUNR 0001540859 BlueMountain GP Holdings, LLC 280 PARK AVENUE, 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001543689 Humphreys Peak, LLC 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001546863 BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001557943 BlueMountain Kicking Horse Fund L.P. 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001557778 BlueMountain Kicking Horse Fund GP, LLC 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001564705 BlueMountain Credit Opportunities Master Fund I L.P. 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 0001564703 BlueMountain Credit Opportunities GP I, LLC 280 PARK AVENUE 5TH FLOOR EAST NEW YORK NY 10017 0 0 1 0 Common Stock 2012-12-20 4 P 0 4127054 1.60 A 12337048 I See explanations and responses Common Stock 2012-12-20 4 P 0 66606 1.60 A 199106 D Common Stock 2012-12-20 4 P 0 2378 1.60 A 7109 D Common Stock 2012-12-20 4 P 0 383245 1.60 A 1145638 D Call Option (right to buy) 1.60 2012-12-20 4 P 0 2751369 A Common Stock 2751369 15088417 I See explanations and responses The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM"), GP Holdings (as defined in footnote 6 below) or any of the General Partners (as defined in Footnote 4 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock") of Dune Energy Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM, GP Holdings and the General Partners disclaim such beneficial ownership, except to the extent of their pecuniary interest BMCM is the investment manager of each of (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which directly owns 2,850,528 shares of Common Stock (the "BMCA Shares"), (ii) BlueMountain Long/Short Credit Master Fund L.P. ("Long/Short Credit") which directly owns 2,781,742 shares of Common Stock (the "Long/Short Credit Shares"), (iii) BlueMountain Distressed Master Fund L.P. ("Distressed"), which directly owns 2,458,152 shares of Common Stock (the "Distressed Shares"), (iv) BlueMountain Strategic Credit Master Fund L.P. ("Strategic Credit"), which directly owns 379,597 shares of Common Stock (the "Strategic Credit Shares"), (cont'd in Footnote 3) (v) BlueMountain Timberline Ltd. ("Timberline"), which directly owns 2,515,176 shares of Common Stock (the "Timberline Shares"); (vi) Humphreys Peak, LLC ("Humphreys"), which no longer directly owns any shares of Common Stock (the "Humphreys Shares"); (vii) BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC ("AAI") which directly owns 199,106 shares of Common Stock (the "AAI Shares"), (viii) BlueMountain Kicking Horse Fund L.P. ("Kicking Horse") which directly owns 7,109 shares of Common Stock (the "Kicking Horse Shares") and BlueMountain Credit Opportunties Master Fund I, L.P. ("COF") which directly owns 1,145,638 shares of Common Stock (the "COF Shares"). The shareholding information set forth in Footnote 2 and this Footnote 3 is as of 12/21/2012. BMCM, although it directs the voting and disposition of the shares held by the BlueMountain Funds, only receives an asset-based fee relating to such shares of Common Stock (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the BMCA Shares owned by BMCA; (ii) BlueMountain Long/Short Credit GP, LLC ("Long/Short Credit GP") is the general partner of Long/Short Credit and has an indirect profits interest in the Long/Short Credit Shares owned by Long/Short Credit; (iii) BlueMountain Distressed GP, LLC ("Distressed GP") is the general partner of Distressed and has an indirect profits interest in the Distressed Shares owned by Distressed; (iv) BlueMountain Strategic Credit GP, LLC ("Strategic Credit GP") is the general partner of Strategic Credit and has an indirect profits interest in the Strategic Credit Shares owned by Strategic Credit (cont'd in Footnote 6) (vii) BlueMountain Kicking Horse Fund GP, LLC ("Kicking Horse GP") is the general partner of Kicking Horse and has an indirect profits interest in the Kicking Horse Shares owned by Kicking Horse and (viii) BlueMountain Credit Opportunities GP I, LLC ("COF GP", and together with BMCA GP, Long/Short Credit GP, Distressed GP and Strategic Credit GP, the "General Partners") is the general partner of COF and has an indirect profits interest in the shares of Common Stock owned by BlueMountain Credit Opportunities Master Fund I, L.P. ("COF" and together with BMCA, Long/Short Credit, Distressed, Strategic Credit, Timberline, AAI and Kicking Horse (the "BlueMountain Funds")) BlueMountain GP Holdings, LLC ("GP Holdings") is the ultimate general partner of each of BMCA, Long/Short Credit, Distressed, Kicking Horse, COF and Strategic Credit (the "Partnerships") and is the special member of Humphreys and has an indirect profits interest in the Common Stock owned by each of the Partnerships and Humphreys The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for BMCM, the General Partners and the BlueMountain Funds is being filed separately and simultaneously with this Form 4 due to the limitation of ten Reporting Persons per each filing. On December 20, 2012, AAI purchased 66,606 shares of Common Stock. On December 20, 2012, Kicking Horse purchased 2,378 shares of Common Stock. On December 20, 2012, COF purchased 383,245 shares of Common Stock. The Reporting Persons are party to a stock purchase agreement dated December 20, 2012, pursuant to which (i) the Issuer may issue and sell on up to two occasions $2,201,095.50 worth of duly, authorized, validly issued, fully paid and non-assessable shares of Common Stock to the Reporting Persons, subject to certain conditions and (ii) the Reporting Persons, upon the occurrence of a triggering event, of the earlier to occur of either a change of control (as defined in the agreement) or December 13, 2013, have the right to purchase the remaining shares of Common Stock from the Issuer. As of this date, a triggering event has not occurred. BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 Humphreys Peak, LLC By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 BlueMountain Long/Short Credit & Distressed Reflection Fund, a sub fund of AAI BlueMountain Fund PLC By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 BlueMountain Kicking Horse Fund L.P. By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 BlueMountain Kicking Horse Fund GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 BlueMountain Credit Opportunities Master Fund I L.P. By: BlueMountain Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24 BlueMountain Credit Opportunities GP I, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer 2012-12-24