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*
FIR TREE INC.

(Last) (First) (Middle)
55 WEST 46TH STREET
29TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2017
3. Issuer Name and Ticker or Trading Symbol
ULTRA PETROLEUM CORP [ UPL ]
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)
X Form filed by One Reporting Person
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)
Common Shares, no par value per share (the "Common Shares") 30,360,930 I See footnote(1)
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
Cash Settled Equity Swap(2) (3) 05/07/2018 Common Shares 581,925 0.467(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/09/2018 Common Shares 347,362 0.65(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/10/2018 Common Shares 2,210,498 0.511(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/11/2018 Common Shares 1,079,290 0.597(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/11/2018 Common Shares 95,609 0.714(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/14/2018 Common Shares 864,419 0.589(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/14/2018 Common Shares 33,765 0.645(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/14/2018 Common Shares 64,212 0.646(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/14/2018 Common Shares 37,861 0.69(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/14/2018 Common Shares 55,739 0.702(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/15/2018 Common Shares 142,218 0.77(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/16/2018 Common Shares 766,684 0.974(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/16/2018 Common Shares 71,605 0.976(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/18/2018 Common Shares 586,757 0.954(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 05/21/2018 Common Shares 37,681 0.989(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 08/03/2018 Common Shares 62,944 4.485(4) I See footnote(1)
Cash Settled Equity Swap(2) (3) 08/06/2018 Common Shares 305 4.521(4) I See footnote(1)
Explanation of Responses:
1. The securities to which this filing relates are held directly by certain private-pooled investment vehicles for which the Reporting Person serves as the investment manager (the "Funds"). The Reporting Person is the investment manager of the Funds, and has been granted investment discretion over portfolio investments, including the Common Shares held by the Funds. The Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except as to such extent of the Reporting Person's pecuniary interest in the securities.
2. Cash-settled equity swap. Swaps are not counted for purposes of determining 10% beneficial ownership. These contracts do not give the Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparties thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Person disclaims any beneficial ownership in securities that may be referenced in such contracts or that may be held from time to time by any counterparties to the contracts.
3. The Reporting Person has the right to terminate and close out each total return swap at any time.
4. Upon settlement of the various swap agreements, either (i) the counterparty will pay to the Reporting Person in cash an amount determined in part by reference to any increase between the initial reference price set forth in column 4 of Table II and the market value of a notional number of shares of Common Shares on the applicable expiration date as set forth in Table II or (ii) the Reporting Person will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price set forth in column 4 of Table II and the market value of the reference shares on the applicable expiration date listed in Table II.
/s/ Fir Tree Inc.; By: Brian Meyer, its General Counsel 04/24/2017
** 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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