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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

WAGGONER J VIRGIL

(Last)

(First)

(Middle)

6605 CYPRESSWOOD DRIVE

SUITE 250

(Street)

HOUSTON

77379

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRIMSON EXPLORATION INC. [ CXPO.OB ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2007

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)
Common Stock	05/29/2007⁽⁵⁾		C		291,247	A	$20⁽¹⁾	1,215,580⁽⁴⁾	D
Common Stock	05/29/2007⁽⁵⁾		C		428,572	A	$3.5⁽²⁾	1,644,152⁽⁴⁾	D

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)
Series E Cumulative Convertible Preferred Stock	⁽¹⁾	05/29/2007⁽⁵⁾		C			9,000	⁽³⁾	⁽³⁾	Common Stock	291,247	$0	0	D
Series H Convertible Preferred Stock	⁽²⁾	05/29/2007⁽⁵⁾		C			3,000	⁽³⁾	⁽³⁾	Common Stock	428,572	$0	0	D

Explanation of Responses:

1. The common stock received upon conversion of the 9,000 shares of Series E Cumulative Convertible Preferred Stock is based on $500 per share of preferred stock, divided by the $20 per share conversion price, or $9.00 per share in the case of accrued dividends ($596,220.00) on the preferred stock. The conversion resulted in the acquisition of 254,811 shares of common stock.

2. The common stock received upon conversion of the 3,000 shares of Series H Preferred Stock is based on $500 per share of preferred stock, divided by the $3.50 per share conversion price. The conversion resulted in the acquisition of 428,572 shares of common stock.

3. The preferred stock was convertible into common stock at any time, and had no expiration date.

4. Share numbers in this Form 4 reflect a 10-for-1 reverse stock split which became effective September 2006.

5. Mr. Waggoner gave notice to the Company on May 18, 2007, of his desire to convert the Series E and Series F Preferred Stock to Common Stock shares. The Common Stock shares were issued to Mr. Waggoner on May 29, 2007.

	Stephen W. Schoppe, Attorney-in-Fact for J. Virgil Waggoner	06/01/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.