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

CUSIP No.

903914109

Item 1.

(a).

Name of Issuer:

Ultra Petroleum Corp.

(b).

Address of issuer’s principal executive offices:

400 N. Sam Houston Parkway East, Suite 1200

Houston, Texas 77060

Item 2.

(a).

Name of person filing:

This statement is filed by:

(i)

Whitebox Advisors LLC, a Delaware limited liability company (“WA”);

(ii)

Whitebox General Partner LLC, a Delaware limited liability company (“WGP”).

(b).

Address or principal business office or, if none, residence:

The address of the business office of WA and WGP is:

3033 Excelsior Boulevard

Suite 300

Minneapolis, MN 55416

(c).

Citizenship:

WA and WGP are organized under the laws of the State of Delaware.

(d).

Title of class of securities:

Common Shares, without par value (the “Common Stock”)

(e).

CUSIP No.:

903914109

Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

(a)

[_]

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

[_]

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

[_]

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

[_]

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

[_]

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

[_]

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

[_]

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[_]

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

(i)

[_]

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[_]

Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: