X0306 4 2019-08-19 0 0001022646 ULTRA PETROLEUM CORP UPLC 0001196791 HONEYFIELD DAVID W 116 INVERNESS DRIVE EAST #400 ENGLEWOOD CO 80112 0 1 0 0 SVP and CFO Common Stock 2019-08-19 4 P 0 300000 0.1262 A 360000 D Restricted Stock Units Common Stock 1153152 1153152 D The price reported is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $0.121 to $0.129, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range stated. Each restricted stock unit represents a contingent right to receive one common share of the Company. Time-vested amounts include 204,528 restricted stock units that will vest, if at all, in three equal annual installments beginning on November 9, 2019, and 179,856 restricted stock units that will vest, if at all, in three equal annual installments beginning on March 1, 2020. The time-based awards will terminate and the applicable restricted stock units will not vest if the Reporting Person is not employed by the Company on the date any portion of the award is scheduled to vest. (Continued from Footnote 4) 768,768 of the restricted stock units are subject to both performance-based and time-based vesting terms. The performance-based vesting conditions are assessed based on the volume-weighted average price of the Company's common shares as measured over 60 consecutive trading days relative to pre-established price goals. Once a performance-based vesting condition is achieved, the restricted stock units that have become performance vested will time-vest over the two or three-year period following the date on which they became performance vested. /s/ Rex Griffin, as Attorney in Fact for David W. Honeyfield 2019-08-21