X0202 3 2007-10-01 0 0001291983 Baseline Oil & Gas Corp. BOGA.OB 0001050154 RAMIUS CAPITAL GROUP LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001275882 RCG LATTITUDE MASTER FUND LTD C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001401165 RCG PB, Ltd C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001275893 RAMIUS ADVISORS LLC C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001267474 C4S & CO LLC C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001042589 COHEN PETER A C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVE, 26TH FL NEW YORK NY 10017 0 0 1 0 0001267535 STARK MORGAN B C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR NEW YORK NY 10017 0 0 1 0 0001043935 STRAUSS THOMAS W C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVE, 26TH FL NEW YORK NY 10017 0 0 1 0 0001275922 SOLOMON JEFFREY M C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FL NEW YORK NY 10017 0 0 1 0 14% Senior Subordinated Convertible Secured Notes ("Notes") 2007-10-01 2013-10-01 Common Stock, $0.001 par value per share ("Common Stock") 4167000 I See Footnotes Each $1.000 principal amount of Notes is convertible into 1,389 shares of Common Stock. Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), (i) acts as the investment advisor of RCG Latitude Master Fund, Ltd., a Cayman Islands company ("RCG Latitude"), which directly or indirectly holds $1,950,000 principal amount of Notes, which are convertible into 2,708,550 shares of Common Stock and (ii) is the sole member of Ramius Advisors, LLC, a Delaware limited liability company ("Ramius Advisors"), which acts as the investment advisor of RCG PB, Ltd., a Cayman Islands company ("RCG PB"), which directly or indirectly holds $1,050,000 principal amount of Notes, which are convertible into 1,458,450 shares of Common Stock. As the investment advisor of RCG PB, Ramius Advisors may be deemed to beneficially own the $1,050,000 principal amount of Notes directly or indirectly held by RCG PB. As the investment advisor of RCG Latitude and as the sole member of Ramius Advisors, Ramius Capital may be deemed to beneficially own (i) the $1,950,000 principal amount of Notes directly or indirectly held by RCG Latitude and (ii) the $1,050,000 principal amount of Notes directly or indirectly held by RCG PB. As the managing member of Ramius Capital, C4S & Co., L.L.C., a Delaware limited liability company ("C4S"), may be deemed to beneficially own the $1,950,000 principal amount of Notes directly or indirectly held by RCG Latitude and the $1,050,000 principal amount of Notes directly or indirectly held by RCG PB. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the $1,950,000 principal amount of Notes directly or indirectly held by RCG Latitude and the $1,050,000 principal amount of Notes directly or indirectly held by RCG PB. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The Power of Attorney executed by Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss, authorizing Owen S. Littman to sign and file this Form 3 on each person's behalf, is filed as an exhibit to this Form 3. RAMIUS CAPITAL GROUP, L.L.C., By: /s/ Owen S. Littman, Authorized Signatory 2007-10-16 RCG LATITUDE MASTER FUND, LTD., By: Ramius Capital Group, L.L.C., Its Investment Advisor, By: /s/ Owen S. Littman, Authorized Signatory 2007-10-16 RCG PB, LTD., By: Ramius Advisors, LLC, Its Investment Advisor, By: Ramius Capital Group, L.L.C., as Sole Member, By: /s/ Owen S. Littman, Authorized Signatory 2007-10-16 RAMIUS ADVISORS, LLC, By: Ramius Capital Group, L.L.C., as Sole Member, By: /s/ Owen S. Littman, Authorized Signatory 2007-10-16 C4S & CO., L.L.C., By Jeffrey M. Solomon, as Managing Member, By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon 2007-10-16 PETER A. COHEN, By: /s/ Owen S. Littman, as Attorney-In-Fact for Peter A. Cohen 2007-10-16 MORGAN B. STARK, By: /s/ Owen S. Littman, as Attorney-In-Fact for Morgan B. Stark 2007-10-16 THOMAS W. STRAUSS, By: /s/ Owen S. Littman, as Attorney-In-Fact for Thomas W. Strauss 2007-10-16 JEFFREY M. SOLOMON, By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon 2007-10-16