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*
KEYSTONE GROUP LP

(Last) (First) (Middle)
201 MAIN ST
SUITE 3100

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MCMORAN EXPLORATION CO /DE/ [ MMR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (3)
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2007
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 06/18/2007 C 257,276 A $0 821,991 D(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
5% Convertible Preferred Stock $0 06/18/2007 C 49,500 06/21/2002 06/30/2012 Common Stock 257,276 $25 0 D(1)(2)
1. Name and Address of Reporting Person*
KEYSTONE GROUP LP

(Last) (First) (Middle)
201 MAIN ST
SUITE 3100

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (3)
1. Name and Address of Reporting Person*
Keystone MGP, LLC

(Last) (First) (Middle)
201 MAIN STREET, SUITE 3100

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (3)
1. Name and Address of Reporting Person*
Keystone Manager, LLC

(Last) (First) (Middle)
201 MAIN STREET, SUITE 3100

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (3)
1. Name and Address of Reporting Person*
Heath Stratton R III

(Last) (First) (Middle)
201 MAIN STREET, SUITE 3100

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote (3)
Explanation of Responses:
1. All of the securities reported herein are held directly for the account of Keystone Group, L.P. , a Delaware limited partnership ("Keystone"), and indirectly by the reporting person, pursuant to the relationships set forth in this footnote. Stratton R. Heath III ("Mr. Heath") is the President and sole member of Keystone Manager, LLC, a Delaware limited liability company ("Keystone Manager"), which is the manager of Keystone MGP, LLC, a Delaware limited liability company ("Keystone MGP"), which is the managing general partner of Keystone.
2. Pursuant to Rule 16a-1(a)(2) under the Exchange Act of 1934, as amended (the "Act"), Mr. Heath, Keystone Manager, and Keystone MGP are deemed to be beneficial owners of shares of Common Stock beneficially owned by Keystone only to the extent of the greater of his or its respective direct or indirect interest in the profits or capital account of Keystone. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that Mr. Heath, Keystone Manager, or Keystone MGP is, for purposes of Section 16 under the Act or otherwise, the beneficial owner of any securities owned by Keystone in excess of such amount.
Remarks:
(3) The reporting persons may be deemed to be members of a Section 13(d) group that owns more than 10% of the Common Stock of McMoRan Exploration Co. However, the reporting persons disclaim such group membership, and this report shall not be deemed an admission that the reporting persons are members of a Section 13(d) group that owns more than 10% of the Common Stock of McMoRan Exploration Co. for purposes of Section 16 under the Act or for any other purpose. (4) Mr. Levy is signing in his capacity as Vice President of the managing general partner of Keystone. (5) Mr. Levy is signing in his capacity as Vice President of Keystone MGP. (6) Mr. Levy is signing in his capacity as Vice President of Keystone Manager.
/s/ Kevin G. Levy, as Vice President of the General Partner (4) 08/16/2007
/s/ Kevin G. Levy, as Vice President (5) 08/16/2007
/s/ Kevin G. Levy, as Vice President (6) 08/16/2007
/s/ Stratton R. Heath III 08/16/2007
** 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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