Edgar Filing: DUNE ENERGY INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

UBS AG

2. Issuer Name and Ticker or Trading Symbol
DUNE ENERGY INC [DNE]

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

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

(Last)

(First)

(Middle)

BAHNOFSTRASSE 45

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009

(Street)

ZURICH, V8 CH-8021

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	11/19/2009		S		267,898	D	$ 0.0945	132,870,945 ⁽¹⁾ ⁽²⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
UBS AG BAHNOFSTRASSE 45 ZURICH, V8 CH-8021		X

Signatures

/s/ Anthony DeFilippis, Executive Director		11/23/2009
^**Signature of Reporting Person		Date
/s/ Gordon Kiesling, Executive Director		11/23/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Common Shares beneficially owned represent, as of November 17, 2009, (i) the number of Common Shares receivable upon conversion of the unconverted Senior Redeemable Convertible Preferred Stock (the "Preferred Stock") held by UBS AG as of such date, plus (ii) an additional 9,767,640 Common Shares received as a result of the conversion of shares of Preferred Stock, minus (iii) any liquidations reported since November 19, 2009.
(2)	As of November 17, 2009, each share of Preferred Stock converted into 571.43 Common Shares plus a make-whole premium equal to approximately 912 Common Shares for each share of Preferred Stock. The make whole premium in respect of each conversion is equal to the discounted net present value of future dividends payable in respect of the Preferred Stock submitted for convesion (until June 2010), divided by the product of (x) the Volume Weighted Average Price of the Common Shares for the last 10 trading days prior to the conversion date and (y) 0.90. Therefore, the make whole premium fluctuates with changes in the price of the Common Shares and the amount of future dividends.

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