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* First Reserve GP XI, Inc. (Last) (First) (Middle) ONE LAFAYETTE PLACE, THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/16/2014	3. Issuer Name and Ticker or Trading Symbol FOREST OIL CORP [ FSTO ]
		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) Form filed by One Reporting Person X 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 Stock	79,241,916	I	See Footnotes(1)(2)

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
Series A Senior Non-Voting Equity-Equivalent Preferred Stock(3)	(3)	(3)	Common Stock	39,620,958(3)	(3)	I	See Footnotes(1)(2)(3)

1. Name and Address of Reporting Person* First Reserve GP XI, Inc. (Last) (First) (Middle) ONE LAFAYETTE PLACE, THIRD FLOOR (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* First Reserve GP XI, L.P. (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FIRST RESERVE FUND XI L P (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR XI Onshore AIV, L.P. (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR XI Onshore AIV, LLC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FR TLP Investment LLC (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MACAULAY WILLIAM E (Last) (First) (Middle) ONE LAFAYETTE PLACE (Street) GREENWICH CT 06830 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sabine Investor Holdings LLC (Last) (First) (Middle) 1415 LOUISIANA STREET, SUITE 1600 (Street) HOUSTON TX 77002 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are directly held by Sabine Investor Holdings LLC.

2. This form is filed jointly by the Reporting Owners. See the "Remarks" section of this Form 3.

3. Sabine Investor Holdings LLC is the direct holder of 2,508,945 shares of Series A Senior Non-Voting Equity-Equivalent Preferred Stock ("Series A Preferred Stock"). Shares of Series A Preferred Stock are convertible into Common Stock at the election of the holder at a ratio of 100 shares of Common Stock per 1 share of Series A Preferred Stock. Pursuant to the Issuer's Certificate of Incorporation, as amended on December 16, 2014 (the "Certificate of Incorporation"), the Reporting Owners are not permitted to convert any shares of Series A Preferred Stock into shares of Common Stock if such conversion would result in a Change of Control (as defined in the Certificate of Incorporation) or cause a Change of Control to occur or be occurring (a "Prohibited Conversion"). The Reporting Persons expressly disclaim any beneficial ownership of any shares of Common Stock issuable in connection with a Prohibited Conversion for purposes of Section 16 or for any other purpose.

Remarks:

See Exhibit 99. Exhibits: 24 Power of Attorney 99 Joint Filing Statement

	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurerfor First Reserve GP XI, Inc.	12/23/2014
	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurerfor First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P	12/23/2014
	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P, the General Partner of First Reserve Fund XI, L.P.	12/23/2014
	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P, the General Partner FR XI Onshore AIV, L.P.	12/23/2014
	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P, the General Partner FR XI Onshore AIV, L.P., the sole member of FR XI Onshore AIV, LLC	12/23/2014
	/s/ Anne E. Gold, Chief Compliance Officer, Secretary & Assistant Treasurer for First Reserve GP XI, Inc., the General Partner of First Reserve GP XI, L.P, the General Partner of First Reserve Fund XI, L.P., the sole member of FR TLP Investment LLC	12/23/2014
	/s/ David J. Sambrooks, Chief Executive Officer of Sabine Investor Holdings LLC	12/23/2014
	/s/ Anne E. Gold, Attorney-in-Fact for William E. Macaulay	12/23/2014
	** 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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