Ultra Petroleum Form 4 ULTRA PETROLEUM / C Bradley Johnson ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Johnson C Bradley

(Last) (First) (Middle)

116 INVERNESS DRIVE EAST #400

(Street)

ENGLEWOOD CO 80112

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ULTRA PETROLEUM CORP [ UPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								135,340	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/11/2019		J			418,317	(2)	(2)	Common Stock	418,317	$0.00	0	D
Restricted Stock Units	(3)	03/11/2019		A		490,867		(4)	(4)	Common Stock	490,867	$0.00	490,867	D
Restricted Stock Units	(3)	03/11/2019		A		981,734		(5)	(5)	Common Stock	981,734	$0.00	1,472,601	D
Restricted Stock Units	(3)	03/11/2019		A		359,712		(6)	(6)	Common Stock	359,712	$0.00	1,832,313	D
Restricted Stock Units	(3)	03/11/2019		A		719,425		(5)	(5)	Common Stock	719,425	$0.00	2,551,738	D

Explanation of Responses:

1. Forfeited 418,317 derivative restricted stock units, resulting in no outstanding derivative securities.

2. Derivative restricted stock units were forfeited; therefore, shares will not vest and are expired.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.

4. The restricted stock units are time-based and will vest, if at all, in three equal annual installments beginning on May 25, 2019. The award will terminate and the applicable restricted stock units will not vest if the Reporting Person is not employed by the Reporting Person on the date any portion of the award is scheduled to vest.

5. 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.

6. The restricted stock units are time-based and will vest, if at all, in three equal annual installments beginning on March 1, 2020. The award will terminate and the applicable restricted stock units will not vest if the Reporting Person is not employed by the Reporting Person on the date any portion of the award is scheduled to vest.

Remarks:

	/s/ Rex Griffin, as Attorney in Fact for C. Bradley Johnson	03/12/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.