X0306 4 2014-11-28 0 0000892986 WARREN RESOURCES INC WRES 0001564285 EPSTEIN PHILIP ARTHUR 1114 AVENUE OF THE AMERICAS 34TH FLOOR NEW YORK NY 10036 1 1 0 0 Chief Executive Officer Common Stock 2014-11-28 4 P 0 10000 2.22 A 1133852 I By IRA Account Includes 772,222 Restricted Shares of Common Stock that vest, if at all, based on the average closing trading price ("ACTP") of Warren Resources, Inc.'s Common Stock over any period of (30) consecutive trading days (a "Thirty Day Period") occurring during the period commencing December 5, 2012 with respect to 386,111 Restricted Shares and on January 2, 2013 with respect to another 386,111 Restricted Shares (collectively, the "Effective Date") and ending on the last business day occurring before the fifth anniversary of the Effective Dates (the "Performance Period") as follows: 193,056 Restricted Shares on the first day that the ACTP for any Thirty Day Period equals or exceeds any higher whole dollar increment ranging from $7 to $10 The additional 10,000 shares acquired on November 28, 2014 were purchased by the Reporting Person's IRA account. Philip A. Epstein 2014-12-01