UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): August 31, 2017 (August 31, 2017)

ULTRA PETROLEUM CORP.

(Exact Name of Registrant as Specified in Charter)

400 N. Sam Houston Parkway E

Suite 1200

Houston, Texas 77060

(Address of Principal Executive Offices) (Zip Code)

281-876-0120

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Ultra Petroleum Corp. (the “Company”) is filing this Current Report on Form 8-K to provide certain unaudited pro forma consolidated financial information after giving effect to the Company’s Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization (the “Plan”), which became effective April 12, 2017 (the “Effective Date”). As previously disclosed, on April 29, 2016, the Company and its wholly owned subsidiaries each filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code (“Chapter 11”) in the United States Bankruptcy Court for the Southern District of Texas (“Bankruptcy Court”). Their Chapter 11 cases were jointly administered under the caption In re Ultra Petroleum Corp., et al., Case No. 16-32202 (MI).

The purpose of this Current Report on Form 8-K is, among other things, to file the unaudited pro forma consolidated financial information set forth in Item 9.01 below, including Exhibit 99.1 attached hereto and to allow such information to be incorporated by reference into the Company’s Registration Statement on Form S-1 (File No. 333-217481), which was filed with the Securities and Exchange Commission on April 26, 2017.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet as of March 31, 2017, and the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2017 and the year ended December 31, 2016, each giving effect to the Plan, are furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index