13G Filing: Whitebox Advisors and Ultra Petroleum Corp (NYSE:UPL)

CUSIP No.

903914109

Item 4.

Ownership.

(a)

Amount beneficially owned:

WA is deemed to be the beneficial owner of 7,817,810 shares of Common Stock.

WGP is deemed to be the beneficial owner of 7,817,810 shares of Common Stock.

(b)

Percent of class:

WA is deemed to beneficially own 5.1 % of the Issuer’s Common Stock.

WGP is deemed to beneficially own 5.1 % of the Issuer’s Common Stock

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

0

,

(ii)

Shared power to vote or to direct the vote

WA has shared voting power with respect to 7,817,810 shares of the Issuer’s Common Stock.

WGP has shared voting power with respect to 7,817,810 shares of the Issuer’s Common Stock.

(iii)

Sole power to dispose or to direct the disposition of

0

,

(iv)

Shared power to dispose or to direct the disposition of

WA has shared dispositive power with respect to 7,817,810 shares of the Issuer’s Common Stock.

WGP has shared dispositive power with respect to 7,817,810 shares of the Issuer’s Common Stock.

Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [_]*.

Instruction:  Dissolution of a group requires a response to this item.