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^*

ORING MARTIN B

(Last)

(First)

(Middle)

1600 STOUT STREET, #450

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PetroHunter Energy Corp [ PHUN ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2010

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

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. 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								5,000,000	D
Common Stock	12/17/2010		A		213,444	A	⁽⁴⁾	213,444	I	By Wealth Preservation Defined Benefit Plan

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)
Options (Right to Buy)	$0.19							⁽¹⁾	09/21/2012	Common Stock	750,000		750,000	I	By Wealth Preservation LLC
Options (Right to Buy)	$0.2							10/17/2007	10/17/2012	Common Stock	100,000		100,000	I	By Wealth Preservation LLC
$250,000-8.5% Convertible Debentures	⁽²⁾							11/07/2007	12/31/2014	Common Stock	1,666,667		1,666,667	I	By Wealth Preservation Defined Benefit Plan
Warrants (Right to Buy)	⁽²⁾							11/07/2007	12/31/2014	Common Stock	1,666,667		1,666,667	I	By Wealth Preservation Defined Benefit Plan
Options (Right to Buy)	$0.22							08/25/2008	08/25/2013	Common Stock	200,000		200,000	I	By Wealth Preservation LLC
Warrants (Right to Buy)	⁽²⁾							05/08/2008	12/31/2014	Common Stock	66,667		66,667	I	By Wealth Preservation Defined Benefit Plan
Warrants (Right to Buy)	⁽²⁾							08/12/2008	12/31/2014	Common Stock	33,333		33,333	I	By Wealth Preservation Defined Benefit Plan
Warrants (Right to Buy)	⁽²⁾							12/31/2008	12/31/2014	Common Stock	33,333		33,333	I	By Wealth Preservation Defined Benefit Plan
Warrants (Right to Buy)	⁽²⁾							05/14/2009	12/31/2014	Common Stock	66,667		66,667	I	By Wealth Preservation Defined Benefit Plan
Options (Right to Buy	$0.15							⁽³⁾	06/15/2015	Common Stock	4,000,000		4,000,000	D
Options (Right to Buy)	$0.15							⁽³⁾	06/15/2015	Common Stock	2,000,000		2,000,000	I	By Wealth Preservation LLC

Explanation of Responses:

1. Mr. Oring was granted 750,000 options on September 21, 2007. 50% were exercisable upon date of grant and 50% become exercisable on September 21, 2008.

2. In exchange for Mr. Oring's extension of the maturity date of the debentures to 12/31/14, waiver of default and other agreements, the Issuer lowered the exercise price of the warrants to $0.175 through 12/31/11 and to $0.12 through 12/31/14 and also lowered the conversion price of the debentures to $0.125 through 12/31/11 and to $0.10 through 12/31/14.

3. Mr. Oring was granted 6,000,000 options on June 15, 2010. 50% were exercisable upon date of grant and 50% become exercisable on June 15, 2011.

4. Shares were issued in lieu of $26,680.56 in accrued interest on debentures.

Remarks:

	Martin B. Oring	12/20/2010
	** Signature of Reporting Person	Date
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