SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUNE ENERGY INC [ DUNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/08/2013		P		1,375,684	A	$1.6	13,712,732	I	See explanations and responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Common Stock	05/08/2013		P		274,105	A	$1.6	2,732,257	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock	05/08/2013		P		317,857	A	$1.6	3,168,385	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹⁰⁾
Common Stock	05/08/2013		P		310,188	A	$1.6	3,091,930	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹¹⁾
Common Stock	05/08/2013		P		280,463	A	$1.6	2,795,639	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹²⁾
Common Stock	05/08/2013		P		42,328	A	$1.6	421,925	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽¹³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Option (right to buy)	$1.6	05/08/2013		E			1,375,684	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	1,375,684	⁽¹⁴⁾	15,088,417	I	See explanations and responses⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

BlueMountain Capital Management, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blue Mountain Credit Alternatives Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blue Mountain CA Master Fund GP, Ltd.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Long/Short Credit Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Long/Short Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Timberline Ltd.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Distressed Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Distressed GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Strategic Credit Master Fund L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BlueMountain Strategic Credit GP, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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 7 below) or any of the General Partners (as defined in Footnote 6 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.

2. BMCM is the investment manager of each of (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which directly owns 3,168,385 shares of Common Stock (the "BMCA Shares"), (ii) BlueMountain Long/Short Credit Master Fund L.P. ("Long/Short Credit") which directly owns 3,091,930 shares of Common Stock (the "Long/Short Credit Shares"), (iii) BlueMountain Distressed Master Fund L.P. ("Distressed"), which directly owns 2,732,257 shares of Common Stock (the "Distressed Shares"), (iv) BlueMountain Strategic Credit Master Fund L.P. ("Strategic Credit"), which directly owns 421,925 shares of Common Stock (the "Strategic Credit Shares"), (cont'd in Footnote 3)

3. (v) BlueMountain Timberline Ltd. ("Timberline"), which directly owns 2,795,639 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 221,308 shares of Common Stock (the "AAI Shares"), (viii) BlueMountain Kicking Horse Fund L.P. ("Kicking Horse") which directly owns 7,902 shares of Common Stock (the "Kicking Horse Shares") and BlueMountain Credit Opportunties Master Fund I, L.P. ("COF") which directly owns 1,273,386 shares of Common Stock (the "COF Shares"). The shareholding information set forth in Footnote 2 and this Footnote 3 is as of 5/8/2013.

4. 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.

5. (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)

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"))

7. 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

8. 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.

9. On May 8, 2013, Distressed purchased 274,105 shares of Common Stock

10. On May 8, 2013, BMCA purchased 317,857 shares of Common Stock.

11. On May 8, 2013, Long/Short Credit purchased 310,188 shares of Common Stock.

12. On May 8, 2013, Timberline purchased 280,463 shares of Common Stock.

13. On May 8, 2013, Strategic Credit purchased 42,328 shares of Common Stock.

14. The Reporting Persons are party to a stock purchase agreement dated December 20, 2012 (the "SPA"). Following the transactions described herein, pursuant to the terms of the SPA (i) the Issuer may issue and sell on up to one additional occasion $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 Capital Management, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	Blue Mountain Credit Alternatives Master Fund L.P. By: BlueMountain CA Master Fund GP, LTD. By: /s/ Andrew Feldstein, Director	05/10/2013
	Blue Mountain CA Master Fund GP, Ltd. By: /s/ Andrew Feldstein, Director	05/10/2013
	BlueMountain Long/Short Credit Master Fund L.P. By: BlueMountain Long/Short Credit GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	BlueMountain Long/Short Credit GP, LLC, By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	BlueMountain Timberline Ltd. By: /s/ Andrew Feldstein, Director	05/10/2013
	BlueMountain Distressed Master Fund L.P. By: BlueMountain Distressed GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	BlueMountain Strategic Credit Master Fund L.P. By: BlueMountain Strategic Credit GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	BlueMountain Strategic Credit GP, LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	BlueMountain Distressed GP LLC By: BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	05/10/2013
	** 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.
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