Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NHqQvxKwSFZyKCMNzYHOz0EbBUto/fv/Yj//jI/jyO7rjZWvSF7aks4y2VdVr7tg UmnG/MI7P47+76CQeP+fBQ== 0001193125-09-031080.txt : 20090217 0001193125-09-031080.hdr.sgml : 20090216 20090217153743 ACCESSION NUMBER: 0001193125-09-031080 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 GROUP MEMBERS: WHITEBOX COMBINED ADVISORS, LLC GROUP MEMBERS: WHITEBOX COMBINED FUND, L.P. GROUP MEMBERS: WHITEBOX COMBINED FUND, LTD. GROUP MEMBERS: WHITEBOX COMBINED PARTNERS, L.P. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE FUND, L.P. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE FUND, LTD. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE PARTNERS, L.P. GROUP MEMBERS: WHITEBOX CONVERTIBLE ARBITRAGE, LLC GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD ADVISORS, LLC GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD FUND, L.P. GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD FUND, LTD. GROUP MEMBERS: WHITEBOX HEDGED HIGH YIELD, L.P. GROUP MEMBERS: WHITEBOX INTERMARKET ADVISORS, LLC GROUP MEMBERS: WHITEBOX INTERMARKET FUND, L.P. GROUP MEMBERS: WHITEBOX INTERMARKET FUND, LTD. GROUP MEMBERS: WHITEBOX INTERMARKET PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHITEBOX ADVISORS LLC CENTRAL INDEX KEY: 0001257391 IRS NUMBER: 411957584 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3033 EXCELSIOR BLVD. CITY: MINNEAPOLIS STATE: MN ZIP: 55416 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79881 FILM NUMBER: 09613140 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 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Dune Energy Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

265338202

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to 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.

SEC 1745 (2-02)

Page 1 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 16,046,889
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 16,046,889


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,046,889 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.5 %
12		TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 2 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,470,889
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,470,889


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,470,889 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8 %
12		TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 3 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,470,889
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,470,889


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,470,889 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 4 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,470,889
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,470,889


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,470,889 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 5 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Combined Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 6,470,889
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 6,470,889


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,470,889 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.8 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 6 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 2,221,714
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 2,221,714


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,221,714 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0 %
12		TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 7 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 2,221,714
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 2,221,714


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,221,714 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 8 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 2,221,714
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 2,221,714


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,221,714 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 9 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Convertible Arbitrage Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 2,221,714
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 2,221,714


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,221,714 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.0 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 10 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 276,571
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 276,571


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,571 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3 % (See item 4)
12		TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 11 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Partners, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 276,571
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 276,571


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,571 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 12 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 276,571
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 276,571


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,571 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 13 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Intermarket Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 276,571
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 276,571


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 276,571 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 14 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Advisors, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,608,572
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,680,572


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,680,572 (see Item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1 %
12		TYPE OF REPORTING PERSON* IA

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 15 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,608,572
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,608,572


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,572 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 16 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Fund, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,608,572
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,608,572


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,572 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 17 of 20


CUSIP No. 265338202		13G


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Whitebox Hedged High Yield Fund, Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5 SOLE VOTING POWER 0
		6 SHARED VOTING POWER 5,608,572
		7 SOLE DISPOSITIVE POWER 0
		8 SHARED DISPOSITIVE POWER 5,608,572


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,608,572 (See item 4)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.1 % (See item 4)
12		TYPE OF REPORTING PERSON* PN

*SEE INSTRUCTION BEFORE FILLING OUT!

SEC 1745 (2-02)

Page 18 of 20

Item 1.

(a)

Name of Issuer

Dune Energy Inc

(b)

Address of Issuer’s Principal Executive Offices

Two Shell Plaza

777 Walker Street, Suite 695

Houston, TX 77056

Item 2.

(a)

Name of Person Filing

This statement is filed by:

(i)

Whitebox Advisors, LLC, a Delaware limited liability company (“WA”);

(ii)

Whitebox Combined Advisors, LLC, a Delaware limited liability company (“WCA”);

(iii)

Whitebox Combined Partners, L.P., a British Virgin Islands limited partnership (“WCP”);

(iv)

Whitebox Combined Fund, L.P., a Delaware limited partnership (“WCFLP”);

(v)

Whitebox Combined Fund, Ltd., a British Virgin Islands international business company (“WCFLTD”);

(vi)

Whitebox Convertible Arbitrage Advisors, LLC, a Delaware limited liability company (“WCAA”);

(vii)

Whitebox Convertible Arbitrage Partners, L.P., a British Virgin Islands limited partnership (“WCAP”);

(viii)

Whitebox Convertible Arbitrage Fund, L.P., a Delaware limited partnership (“WCAFLP”);

(ix)

Whitebox Convertible Arbitrage Fund, Ltd., a British Virgin Islands international business company (“WCAFLTD”);

(x)

Whitebox Intermarket Advisors, LLC, a Delaware limited liability company (“WIA”);

(xi)

Whitebox Intermarket Partners, L.P., a British Virgin Islands limited partnership (“WIP”);

(xii)

Whitebox Intermarket Fund, L.P., a Delaware limited partnership (“WIFLP”);

(xiii)

Whitebox Intermarket Fund, Ltd., a British Virgin Islands international business company (“WIFLTD”);

(xiv)

Whitebox Hedged High Yield Advisors, LLC, a Delaware limited liability company (“WHHYA”);

(xv)

Whitebox Hedged High Yield Partners, L.P., a British Virgin Islands limited partnership (“WHHYP”);

(xvi)

Whitebox Hedged High Yield Fund, L.P., a Delaware limited partnership (“WHHYFLP”); and

(xvii)

Whitebox Hedged High Yield Fund, Ltd., a British Virgin Islands international business company (“WHHYFLTD”).

(b)

Address of Principal Business Office or, if none, Residence

The address of the business office of WA, WCA, WCAA, WIC,WHHYA, WCFLP, WCAFLP, WIFLP, and WHHYFLP is:

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

The address of the business office of WCP, WCAP, WIP, WHHYP, WCFLTD, WCAFLTD, WIFLTD, and WHHYFLTD is:

Trident Chambers, P.O. Box 146

Waterfront Drive, Wickhams Cay

Road Town, Tortola, British Virgin Islands

(c)

Citizenship

WA, WCA, WCAA, WIA, WHHYA, WCFLP, WCFLP, WIFLP, and WHHYFLP are organized under the laws of the State of Delaware; WCP, WCFLTD, WCAP, WCAFLP, WIP, WIFLTD, WHHYP, and WHHYFLTD are organized under the laws of the British Virgin Islands.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

265338202

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act.

(b)

Bank as defined in section 3(a)(6) of the Act.

(c)

Insurance company as defined in section 3(a)(19) of the Act.

(d)

Investment company registered under section 8 of the Investment Company Act of 1940.

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940.

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

SEC 1745 (2-02)

Page 19 of 20


Item 4.	Ownership

	(a)	Amount Beneficially Owned

		WA, acting as an investment adviser to its client, is deemed to be the beneficial owner of 16,046,889 shares of Common Stock of the Company’s Amended.

		WCA, is deemed to beneficially own 6,470,889 Shares of Common Stock of the company.

		WCP is deemed to beneficially own 6,470,889 shares of Common Stock and Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WCFLP is deemed to beneficially own 6,470,889 shares of Common Stock and Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WCFLTD is deemed to beneficially own 6,470,889 shares of Common Stock and Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WCAA, is deemed to beneficially own 2,221,714 Shares of Common Stock of the company.

		WCAP is deemed to beneficially own 2,221,714 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WCAFLP is deemed to beneficially own 2,221,714 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WCAFLTD is deemed to beneficially own 2,221,714 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WIA, is deemed to beneficially own 276,571 Shares of Common Stock of the company.

		WIP is deemed to beneficially own 276,571 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WIFLP is deemed to beneficially own 276,571 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WIFLTD is deemed to beneficially own 276,571 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WHHYA, is deemed to beneficially own 5,608,572 Shares of Common Stock of the company.

		WHHYP is deemed to beneficially own 5,608,572 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WHHYFLP is deemed to beneficially own 5,608,572 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		WHHYFLTD is deemed to beneficially own 5,608,572 shares of Convertible Preferred Stock as a result of its indirect ownership of Common Stock of the company

		As a result of the relationship described in this statement, each of WA, WCA, WCAA, WIA, WHHYA, WCFLP, WCAFLP, WIFLP, WHHYFLP, WCFLTD, WCAFLTD, WIFLTD, and WHHYFLTD may be deemed to possess indirect beneficial ownership of the shares of Common Stock issuable upon the conversion of convertible bonds held by one or more of WCP, WCAP, WIP and WHHYP. WA, WIA, WCAA, WIC, WHHYA, WCFLP, WCAFLP, WIFLP, WHHYFLP, WCFLTD, WCAFLTD, WIFLTD, and WHHYFLTD each disclaim indirect beneficial ownership of the shares of Common Stock except to the extent of their pecuniary interest in such shares.*

		Based on the relationships described herein, these entities may be deemed to constitute a “group” within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. The filing of this statement shall not be construed as an admission that WA, WCA, WCAA, WIA, WHHYA, WCP, WCAP, WIP, WHHYP, WCFLP, WCAFLP, WIFLP, WHHYFLP, WCFLTD, WCAFLTD, WIFLTD, and WHHYFLTD are a group, or have agreed to act as a group.*

	(b)	Percent of Class

		WA beneficially owns 14.5 % of the Company’s Common Stock.*

		WCA is deemed to beneficially own 5.8 % of the company’s Common Stock

		WCP is deemed to beneficially own 5.8 % of the company’s Common Stock

		WCFLP is deemed to beneficially own 5.8 % of the company’s Common Stock

		WCFLTD is deemed to beneficially own 5.8 % of the company’s Common Stock

		WCAA is deemed to beneficially own 2.0 % of the company’s Common Stock

		WCAP is deemed to beneficially own 2.0 % of the company’s Common Stock

		WCAFLP is deemed to beneficially own 2.0 % of the company’s Common Stock

		WCAFLTD is deemed to beneficially own 2.0 % of the company’s Common Stock

		WIA is deemed to beneficially own 0.3 % of the company’s Common Stock

		WIP is deemed to beneficially own 0.3 % of the company’s Common Stock

		WIFLP is deemed to beneficially own 0.3 % of the company’s Common Stock

		WIFLTD is deemed to beneficially own 0.3 % of the company’s Common Stock

		WHHYA is deemed to beneficially own 5.1 % of the company’s Common Stock

		WHHYP is deemed to beneficially own 5.1 % of the company’s Common Stock

		WHHYFLP is deemed to beneficially own 5.1 % of the company’s Common Stock

		WHHYFLTD is deemed to beneficially own 5.1 % of the company’s Common Stock

		The percentage of Common Stock reportedly owned by each entity herein is based on 110,743,715 shares of Common Stock of the Company, which is the total number of shares issued and outstanding on October 31, 2008, plus Common Stock issuable upon the conversion of Convertible Preferred Stock.

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote

			0

		(ii)	Shared power to vote or to direct the vote

			WA has shared voting power with respect to 16,046,889 shares of the Company’s Common Stock.

			WCA, WCP, WCFLP, and WCFLTD have shared voting power with respect to 6,470,887 Shares of the Company’s Common Stock.

			WCAA, WCAP, WCAFLP, and WCAFLTD have shared voting power with respect to 2,221,741 Shares of the Company’s Common Stock.

			WIA, WIP, WIFLP, and WIFLTD have shared voting power with respect to 275,571 Shares of the Company’s Common Stock.

			WHHYA, WHHYP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 5,608,572 Shares of the Company’s Common Stock.

		(iii)	Sole power to dispose or to direct the disposition of

			0

		(iv)	Shared power to dispose or to direct the disposition of

			WA has shared voting power with respect to 16,046,889 shares of the Company’s Common Stock.

			WCA, WCP, WCFLP, and WCFLTD have shared voting power with respect to 6,470,887 Shares of the Company’s Common Stock.

			WCAA, WCAP, WCAFLP, and WCAFLTD have shared voting power with respect to 2,221,741 Shares of the Company’s Common Stock.

			WIA, WIP, WIFLP, and WIFLTD have shared voting power with respect to 275,571 Shares of the Company’s Common Stock.

			WHHYA, WHHYP, WHHYFLP, and WHHYFLTD have shared voting power with respect to 5,608,572 Shares of the Company’s Common Stock.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d3(d)(1).

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x*.

Instruction. Dissolution of a group requires a response to this item.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	See Item 2

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 17, 2009

Date

/s/ Jonathan D. Wood

Signature

Jonathan D. Wood as Chief Financial Officer of Whitebox Advisors, LLC, Whitebox Convertible Arbitrage Advisors, LLC, Whitebox Convertible Arbitrage Partners, L.P., Whitebox Convertible Arbitrage Fund, L.P., Whitebox Convertible Arbitrage Fund, Ltd., Whitebox Diversified Convertible Arbitrage Advisors, LLC, Whitebox Diversified Convertible Arbitrage Partners, L.P., Whitebox Diversified Convertible Arbitrage Fund, L.P., and Whitebox Diversified Convertible Arbitrage Fund, Ltd.

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

SEC 1745 (2-02)

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