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^*

Stuckey Barbara M.

(Last)

(First)

(Middle)

18803 MEISNER DRIVE

(Street)

SAN ANTONIO

78258

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABRAXAS PETROLEUM CORP [ AXAS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - Corporate Finance

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2009

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)
ABRAXAS PETROLEUM COMMON STOCK	10/05/2009		A		108,663	A	⁽¹⁾⁽³⁾	124,517	D
ABRAXAS PETROLEUM COMMON STOCK								14,122	I	401-K

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)
Employee Stock Option	$1.75	10/05/2009		A		178,500		10/05/2010	10/05/2019	Abraxas Petroleum Common Stock	178,500	⁽²⁾⁽³⁾	178,500	D
Employee Stock Option	$0.99							⁽⁴⁾	03/17/2019	Abraxas Petroleum Common Stock	50,000		50,000	D
Employee Stock Option	$3.6							08/02/2011	08/28/2017	Abraxas Petroleum Common Stock	10,188		10,188	D
Employee Stock Option	$6.05							02/24/2010	02/24/2016	Abraxas Petroleum Common Stock	5,000		5,000	D
Employee Stock Option	$4.59							09/13/2009	09/13/2015	Abraxas Petroleum Common Stock	25,000		25,000	D

Explanation of Responses:

1. Received in exchange for 14,986 common units, 4,000 restricted units and 6,582 phantom units of Abraxas Energy Partners, L.P. in connection with the merger of Abraxas Energy Partners, L.P. into Abraxas Merger Sub,LLC, a wholly owned subsidiary of Abraxas Petroleum Corporation (the "Merger"). On the effective date of the Merger, the closing price of Abraxas Petroleum Corporations' common stock was $1.75.

2. Received in the Merger in exchange for an employee unit option for 42,000 units of Abraxas Energy Partners,L.P.

3. These securities and options vest over various time periods.

4. Options vest at 25% per year beginning one year from grant.

Remarks:

	Barbara M. Stuckey	10/08/2009
	** 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).
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