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* O-Cap Management, L.P. (Last) (First) (Middle) 600 MADISON AVENUE 14TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/02/2013	3. Issuer Name and Ticker or Trading Symbol CUBIC ENERGY INC [ CBNR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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)
Series C Voting Preferred Stock, par value $0.01 per share	4,286.727	I(1)(2)	By O-CAP Partners, L.P.(3)
Series C Voting Preferred Stock, par value $0.01 per share	3,194.472	I(1)(2)	By O-CAP Offshore Master Fund, L.P.(4)
Series C Voting Preferred Stock, par value $0.01 per share	16,458.637	I(1)(2)	By Corbin Opportunity Fund, L.P. in an account managed by O-CAP Management, L.P.(5)

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
Class A Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	2,857,818	$0.01	I(1)(2)	By O-CAP Partners, L.P.(3)
Class A Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	2,129,648	$0.01	I(1)(2)	By O-CAP Offshore Master Fund, L.P.(4)
Class A Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	10,972,425	$0.01	I(1)(2)	By Corbin Opportunity Fund, L.P. in an account managed by O-CAP Management, L.P.(5)
Class B Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	1,428,909	$0.5	I(1)(2)	By O-CAP Partners, L.P.(3)
Class B Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	1,064,824	$0.5	I(1)(2)	By O-CAP Offshore Master Fund, L.P.(4)
Class B Warrants	04/02/2014	10/02/2019	Common Stock, par value $0.05 per share	5,486,212	$0.5	I(1)(2)	By Corbin Opportunity Fund, L.P. in an account managed by O-CAP Management, L.P.(5)

1. Name and Address of Reporting Person* O-Cap Management, L.P. (Last) (First) (Middle) 600 MADISON AVENUE 14TH FLOOR (Street) NEW YORK NY 10022 (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* O-CAP Partners, L.P. (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* O-CAP Offshore Fund, Ltd. (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* O-CAP OFFSHORE MASTER FUND, L.P. (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P. 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* O-CAP ADVISORS, LLC (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* O-CAP GP, LLC (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* Olshan Michael E (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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* STURDIVANT JARED S. (Last) (First) (Middle) C/O O-CAP MANAGEMENT, L.P., 600 MADISON 14TH FLOOR (Street) NEW YORK NY 10022 (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. This Form 3 is filed jointly by O-CAP Management, L.P., a Delaware limited partnership ("O-CAPMGT"), O-CAP Partners, L.P., a Delaware limited partnership ("O-CAPLP"), O-CAP Offshore Fund, Ltd., a Cayman Islands exempted company ("O-CAPOFF"), O-CAP Offshore Master Fund, L.P., a Cayman Islands exempted limited partnership ("O-CAPMF"), O-CAP Advisors, LLC, a Delaware limited liability company ("O-CAPADV"), O-CAP GP, LLC, a Delaware limited liability company ("O-CAPGP"), and Messrs. Michael E. Olshan and Jared S. Sturdivant (collectively, the "Reporting Persons").

2. Each Reporting Person may be deemed to be a beneficial owner of the reported securities for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person disclaims beneficial ownership thereof within the meaning of Rule 16a-1(a)(2) under the Exchange Act except to the extent, if any, of its or his pecuniary interest therein. The filing of this Form 3 shall not be deemed to be an admission that any Reporting Person is the beneficial owner of any such securities for purposes of Section 16 of the Exchange Act or for any other purpose.

3. The reported securities are directly held by O-CAPLP. Each of O-CAPMGT, as the investment advisor to O-CAPLP, O-CAPADV, as the general partner of O-CAPLP, O-CAPGP, as the general partner of O-CAPMGT, and Messrs. Olshan and Sturdivant, as Portfolio Managers and Managing Partners of O-CAPMGT and Managing Members of O-CAPGP and O-CAPADV, may be deemed to beneficially own the reported securities held by O-CAPLP.

4. The reported securities are directly held by O-CAPMF. Each of O-CAPMGT, as the investment advisor to O-CAPMF, O-CAPADV, as the general partner of O-CAPMF, O-CAPOFF, which invests all of its assets in O-CAPMF, O-CAPGP, as the general partner of O-CAPMGT, and Messrs. Olshan and Sturdivant, as Portfolio Managers and Managing Partners of O-CAPMGT and as Managing Members of O-CAPGP and O-CAPADV, may be deemed to beneficially own the reported securities held by O-CAPMF.

5. The reported securities are held by Corbin Opportunity Fund, L.P. in an account managed by O-CAPMGT (the "O-CAP Managed Account"). Each of O-CAPMGT, as investment sub-advisor to the O-CAP Managed Account, O-CAPGP, as the general partner of O-CAPMGT, and Messrs. Olshan and Sturdivant, as Portfolio Managers and Managing Partners of O-CAPMGT and as Managing Members of O-CAPGP, may be deemed to beneficially own the reported securities held in the O-CAP Managed Account.

Remarks:

	O-CAP MANAGEMENT, L.P., By: O-CAP GP, LLC, its General Partner, By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	O-CAP PARTNERS, L.P., By: O-CAP Advisors, LLC, its General Partner, By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	O-CAP OFFSHORE FUND, LTD., By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	O-CAP OFFSHORE MASTER FUND, L.P., By: O-CAP Advisors, LLC, its General Partner, By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	O-CAP ADVISORS, LLC, By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	O-CAP GP, LLC, By: /s/ Michael E. Olshan, Authorized Signatory	10/15/2013
	/s/ Michael E. Olshan	10/15/2013
	/s/ Jared S. Sturdivant	10/15/2013
	** 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 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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