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^*

WATSON ROBERT L G

(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)
	President/CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2010

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	05/26/2010		M		60,000	A	$0.66	1,137,579	D
Abraxas Petroleum Common Stock	05/26/2010		M		60,000	A	$1.38	1,197,579	D
Abraxas Petroleum Common Stock	05/26/2010		F		34,644	D	$2.39	1,162,935	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)
Employee Stock Option	$0.66	05/26/2010		M			60,000	05/26/2004	05/26/2010	Abraxas Petroleum Common Stock	60,000	$0.66	0	D
Employee Stock Option	$1.38	05/26/2010		M			60,000	05/26/2004	05/26/2010	Abraxas Petroleum Common Stock	60,000	$1.38	0	D
Employee Stock Option	$2.09							03/16/2011	03/16/2020	Abraxas Common Stock	90,000		90,000	D
Employee Stock Option	$0.99							03/17/2010	03/17/2019	Abraxas Common Stock	125,000		125,000	D
Employee Stoci Option	$1.75							10/05/2010	10/05/2019	Abraxas Common Stock	267,750		267,750	D
Employee Stock Option	$3.6							08/28/2011	08/28/2017	Abraxas Common Stock	41,624		41,624	D
Employee Stock Option	$4.59							09/13/2009	09/13/2015	Abraxas Common Stock	100,000		100,000	D
Employee Stock Option	$0.65							11/22/2006	11/22/2012	Abraxas Common Stock	90,000		90,000	D
Employee Stock Option	$2.21							09/17/2005	09/17/2011	Abraxas Common Stock	6,857		6,857	D
Employee Stock Option	$0.66							09/17/2005	09/17/2011	Abraxas Common Stock	6,856		6,856	D
Employee Stock Option	$0.66							03/23/2005	03/23/2011	Abraxas Common Stock	14,288		14,288	D
Employee Stock Option	$4.83							03/23/2005	03/23/2011	Abraxas Common Stock	14,289		14,289	D
Employee Stock Option	$4.83							03/23/2005	03/23/2011	Abraxas Common Stock	15,712		15,712	D
Employee Stock Option	$0.66							03/23/2005	03/23/2011	Abraxas Common Stock	15,711		15,711	D

Explanation of Responses:

Remarks:

	Robert L.G. Watson	05/28/2010
	** 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.
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