SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Bakay Berke (Last) (First) (Middle) 509 PECAN STREET, SUITE 200 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2015	3. Issuer Name and Ticker or Trading Symbol ARABELLA EXPLORATION, INC. [ AXPLF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	8,927	D
Ordinary Shares	345,928	I	By BBS Capital Fund, LP(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (right to buy)	(3)	05/05/2019	Ordinary Shares	50,000	$6.15	D
Warrants (right to buy)	12/24/2013	12/24/2016	Ordinary Shares	2,932,500	$5	I	By BBS Capital Fund, LP(1)(2)

Explanation of Responses:

1. BBS Capital Fund, LP holds the reported securities. BBS Capital Management, LP, as the investment manager of BBS Capital Fund, LP, has the shared power to vote and dispose of the ordinary shares held by BBS Capital Fund, LP. BBS Capital GP, LP, as the general partner of BBS Capital Fund, LP, has the shared power to vote and dispose of the ordinary shares held by BBS Capital Fund, LP. BBS Capital, LLC, as the general partner of BBS Capital Management, LP and BBS Capital GP, LP, has the shared power to vote and dispose of the ordinary shares held by BBS Capital Fund, LP.

2. The Reporting Person, as the manager of BBS Capital, LLC, has the shared power to vote and dispose of the ordinary shares held by BBS Capital Fund, LP. The Reporting Person may be deemed to be the indirect beneficial owner of the reported securities by virtue of his indirect control of BBS Capital Fund, LP. The Reporting Person disclaims beneficial ownership of the reported securities to the extent such beneficial ownership exceeds his pecuniary interests therein.

3. The options vest in equal quarterly increments over a 24-month period, beginning on March 31, 2014.

	/s/ Berke Bakay	04/24/2015
	** 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 5 (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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