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^*

BlueMountain GP Holdings, LLC

(Last)

(First)

(Middle)

280 PARK AVENUE

5TH FLOOR EAST

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUNE ENERGY INC [ DUNR ]

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)
02/09/2012

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⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/09/2012		P		14	A	$3	1,851,179	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/09/2012		P		86	A	$3	1,635,838	D
Common Stock⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/09/2012		P		100	A	$3	7,310,370	I	See Explanation of Responses

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)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that BlueMountain Capital Management, LLC ("BMCM") or any of the General Partners (as defined in Footnote 4 below) is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise the beneficial owner of any of the shares of Common Stock, par value $0.001 per share (the "Common Stock") of Dune Energy Inc. (the "Issuer"). Pursuant to Rule 16a-1(a)(4) of the Exchange Act, BMCM and the General Partners disclaim such beneficial ownership, except to the extent of their pecuniary interest

2. BMCM is the investment manager of each of (i) Blue Mountain Credit Alternatives Master Fund L.P. ("BMCA"), which directly owns 1,896,955 shares of Common Stock (the "BMCA Shares"), (ii) BlueMountain Long/Short Credit Master Fund L.P. ("Long/Short Credit") which directly owns 1,851,165 shares of Common Stock (the "Long/Short Credit Shares"), (iii) BlueMountain Distressed Master Fund L.P. ("Distressed"), which directly owns 1,635,752 shares of Common Stock (the "Distressed Shares"), (iv) BlueMountain Strategic Credit Master Fund L.P. ("Strategic Credit"), which directly owns 252,612 shares of Common Stock (the "Strategic Credit Shares") and (v) BlueMountain Timberline Ltd. ("Timberline" and together with BMCA, Long/Short Credit, Distressed and Timberline, the "BlueMountain Funds"), which directly owns 1,673,786 shares of Common Stock (the "Timberline Shares"). The shareholding information set forth in this Footnote 2 is as of 02/08/2012.

3. BMCM, although it directs the voting and disposition of the shares held by the BlueMountain Funds, only receives an asset-based fee relating to such shares of Common Stock

4. (i) Blue Mountain CA Master Fund GP, Ltd. ("BMCA GP") is the general partner of BMCA and has an indirect profits interest in the BMCA Shares owned by BMCA; (ii) BlueMountain Long/Short Credit GP, LLC ("Long/Short Credit GP") is the general partner of Long/Short Credit and has an indirect profits interest in the Long/Short Credit Shares owned by Long/Short Credit; (iii) BlueMountain Distressed GP, LLC ("Distressed GP") is the general partner of Distressed and has an indirect profits interest in the Distressed Shares owned by Distressed; (iv) BlueMountain Strategic Credit GP, LLC ("Strategic Credit GP" and together with BMCA GP, Long/Short Credit GP and Distressed GP, the "General Partners") is the general partner of Strategic Credit and has an indirect profits interest in the Strategic Credit Shares owned by Strategic Credit

5. BlueMountain GP Holdings, LLC ("GP Holdings") is the ultimate general partner of each of BMCA, Long/Short Credit, Distressed and Strategic Credit (the "Partnerships") and has an indirect profits interest in the Common Stock owned by each of the Partnerships

6. The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16(a)-3(j) under the Exchange Act. The Form 4 for the BlueMountain Funds, General Partners and BMCM is being filed separately and simulaneously with this Form 4 due to the limitation of ten Reporting Persons per each filing.

7. On February 9, 2012, Long/Short Credit purchased an additional 14 shares of Common Stock and Distressed purchased an additional 86 shares of Common Stock

	BlueMountain GP Holdings, LLC By: /s/ Paul Friedman, Chief Compliance Officer	02/10/2012
	** 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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