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^*

Clarke Tod A

(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)
	Vice President - Land

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2018

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	04/01/2018		A		27,397	A	$2.19	121,476	D
Abraxas Petroleum Common Stock	03/31/2018⁽¹⁾		P		4,729⁽¹⁾	A	$2.2	28,409	I	401-K

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)
Performance-based Restricted Stock Unit	$0⁽²⁾	04/01/2018		M		27,397		⁽³⁾	⁽³⁾	Abraxas Petroleum Common Stock⁽³⁾	27,397	$0	27,397	D
Employee Stock Option	$3.15							03/11/2015⁽⁴⁾	03/11/2024	Abraxas Petroleum Common Stock	18,000		18,000	D
Employee Stock Options	$0.97							03/15/2017⁽⁴⁾	03/17/2026	Abraxas Petroleum Common Stock	64,000		64,000	D
Employee Stock Option	$3.74							03/08/2013⁽⁴⁾	03/08/2022	Abraxas Petroleum Common Stock	5,000		5,000	D
Employee Stock Option	$4.72							03/15/2012⁽⁴⁾	03/15/2021	Abraxas Petroleum Common Stock	10,000		10,000	D
Employee Stock Option	$2.09							03/16/2011⁽⁴⁾	03/16/2020	Abraxas Petroleum Common Stock	13,300		13,300	D
Employee Stock Option	$0.99							03/17/2010⁽⁴⁾	03/17/2019	Abraxas Petroleum Common Stock	5,000		5,000	D
Employee Stock Option	$2.39							05/14/2014⁽⁴⁾	05/14/2023	Abraxas Petroleum Common Stock	17,300		17,300	D
Employee Stock Option	$3.55							08/09/2012⁽⁴⁾	08/09/2021	Abraxas Petroleum Common Stock	25,000		25,000	D
Employee Stock Option	$1.75							10/05/2010⁽⁴⁾	10/05/2019	Abraxas Petroleum Common Stock	20,775		20,775	D

Explanation of Responses:

1. Employer match to 401-K for the year ended December 31, 2017.

2. Each performance-based restricted stock unit (RSU) represents the right to receive, following vesting, up to 200% of one share of Abraxas Petroleum common stock. The resulting number of shares of Abraxas Petroleum common stock acquired upon vesting of the performance-based RSUs is contingent upon the achievement of of pre-established performance metrics, as approved by the Company's Compensation Committee, over a three-year performance period beginning on April 1, 2018 and ending on April 1, 2021.

3. Unless earlier forfeited under the terms of the terms of the Performance-based RSU, each performance-based RSU vest and converts into no more than 200% of of one share of Abraxas Petroleum common stock three years after the grant date.

4. Options vest 25% per year from the grant date.

	Tod A. Clarke	04/04/2018
	** 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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