Batchelder David H Form 4 MAGNUM HUNTER RESOURCES / DAVID H BATCHELDER 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

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X

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^*

RELATIONAL INVESTORS LLC

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE, SUITE 600

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAGNUM HUNTER RESOURCES CORP [ MHR ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2015

4. 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 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	06/19/2015		S		1,985,761	D	$1.27(2)	21,894,670	I	Through Limited Partnerships and managed accounts managed by reporting persons(1)
Common Stock	06/22/2015		S		1,165,590	D	$1.41(3)	20,729,080	I	Through Limited Partnerships and managed accounts managed by reporting persons(1)

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

1. Name and Address of Reporting Person^*

RELATIONAL INVESTORS LLC

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE, SUITE 600

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WHITWORTH RALPH V

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE, SUITE 600

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BATCHELDER DAVID H

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE, SUITE 600

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

Explanation of Responses:

1. Relational Investors LLC ("RILLC") is the general partner or investment manager of certain affiliated entities. RILLC and the affiliated entities own a total of 20,729,080 shares. RILLC is managed by Ralph V. Whitworth and David H. Batchelder, each of which is a reporting person hereunder. Ralph V. Whitworth and David H. Batchelder disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

2. The price in column 4 is a weighted average price. The prices actually received ranged from $1.24 to $1.34. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.

3. The price in column 4 is a weighted average price. The prices actually received ranged from $1.36 to $1.50. Upon request, the reporting persons will provide to the Issuer, any security holder of the Issuer, or the SEC staff information regarding the number of shares sold at each price within the range.

	Relational Investors LLC By: /s/ Ralph V. Whitworth, Principal	06/23/2015
	/s/ Ralph V. Whitworth	06/23/2015
	/s/ David H. Batchelder	06/23/2015
	** 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).
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