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 EARLIEST EVENT REPORTED: ~~February~~March 201, 2013

ATP OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Commission file number: 001-32647

Texas

001-32647

76-0362774

(State or other jurisdiction

of incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)

Texas		76-0362774
4600 Post Oak Place, Suite 100 Houston, Texas		77027
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
(Address of principal executive offices)		(Zip Code)

4600 Post Oak Place, Suite 100

Houston, Texas 77027

(Address of principal executive offices)

(Zip Code)

(713) 622-3311

(Registrant’s telephone number, including area code)

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7 8.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

As previously ~~disclosed~~ reported, on August 17, 2012, ATP Oil & Gas Corporation (~~the~~ “~~Company~~ATP”) filed a voluntary petition for reorganization ~~relief (the “Bankruptcy Filing”)~~ under Chapter 11 of Title 11 of the ~~United~~U.S. ~~States~~Code (the “Bankruptcy Code”) in the ~~United~~ ~~States~~ Bankruptcy Court for the Southern District of Texas (the “~~Bankruptcy~~ Court”). ATP’s Chapter 11 case is being administered under the caption In re: ATP Oil & Gas Corporation (Case No. 12-36187).

On ~~February~~ March 201, 2013, the ~~Company~~Court ~~filed~~entered ~~with~~a final order (the “Order”) ~~Bankruptcy~~that ~~Court~~imposes ~~its~~restrictions ~~monthly~~on ~~operating~~the ~~report~~acquisition ~~for~~of ~~January~~ATP ~~2013~~Equity (Securities by shareholders that are or become or anticipate becoming Substantial Shareholders and on the sale of ATP Equity Securities by Identified Substantial Shareholders. “~~January~~Substantial ~~Monthly~~Shareholders” ~~Operating~~and ~~Report~~“Identified Substantial Shareholders”) are described below. ~~Also~~“ATP onEquity ~~February~~Securities” is defined in the Order as all equity securities of ATP, including (i) 20stock and (ii) all options to acquire stock described in Treasury Regulation Section 1.382-4(d)(9), ~~2013~~including any contingent purchase, ~~the~~warrant, ~~Company~~convertible ~~filed~~debt, ~~with~~put, ~~the~~call, ~~Bankruptcy~~stock ~~Court~~subject anto risk of forfeiture, contract to acquire stock or similar ~~amended~~interest, ~~monthly~~regardless ~~operating~~of ~~report~~whether ~~for~~it ~~December~~is ~~2012~~contingent ~~(the~~or ~~“Amended~~otherwise ~~December~~not ~~Monthly~~currently ~~Operating~~exercisable, ~~Report~~which are referred to here as “Options.” Pursuant to the Order, claimholders and ~~together~~potential ~~with~~purchasers ~~the~~of ~~January~~claims ~~Monthly~~against ~~Operating~~ATP ~~Report~~are deemed to be notified that claimholders that acquire claims against ATP after August 17, 2012 (the “~~Monthly~~Record ~~Operating Reports~~Date”). Amay ~~copy~~be ofrequired ~~the~~to ~~January~~sell-down ~~Monthly~~any ~~Operating Report~~claims ispurchased ~~furnished~~after assuch ~~Exhibit~~date ~~99.1~~if tosuch ~~this~~claims ~~Current~~would ~~Report~~entitle onthe ~~Form~~claimholder ~~8-K,~~to ~~and~~receive amore ~~copy~~than 4.5% of the stock ~~Amended~~of ~~December~~ATP ~~Monthly~~following ~~Operating~~its ~~Report~~reorganization. A copy of the Order is ~~furnished~~attached hereto as Exhibit 99.21 toand ~~this~~is ~~Current~~incorporated ~~Report~~herein onby ~~Form 8-K~~reference.

~~Limitation~~The onOrder ~~Incorporation~~was sought by ~~Reference~~ATP in an effort to preserve its consolidated net operating loss carryovers (“NOLs”), which are available to offset ATP’s future taxable income, if any, and reduce ATP’s federal income tax liability. The benefit of the NOLs may be substantially reduced if ATP undergoes an “ownership change” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”). Generally, there is an ownership change if, at any time, one or more 5% shareholders (or persons or entities holding less than 5% but who are deemed under treasury regulations to be 5% shareholders) have aggregate increases in their ownership in a corporation of more than 50 percentage points when considered over the prior three-year period. Once all or part of a NOL is disallowed under the Code on account of an “ownership change,” such NOL’s use is permanently limited.

InThe ~~accordance~~Order ~~with~~provides ~~General~~ATP ~~Instruction~~with ~~B.2~~a ofmechanism ~~Form~~to ~~8-K,~~monitor the ~~information~~transfers inof ~~this~~ATP ~~Item 7.01~~Equity ~~shall~~Securities ~~not~~and bethe ~~deemed~~ability ~~“filed”~~to ~~for~~obtain ~~purposes~~substantive ofrelief ~~Section 18~~from of the ~~Securities~~Court ~~Exchange~~to ~~Act~~protect ofthe ~~1934,~~NOLs asfrom ~~amended (~~the ~~“Exchange~~possible ~~Act”),~~loss ordue ~~otherwise subject~~ to ~~the~~an ~~liabilities~~“ownership ofchange” ~~that~~and ~~section,~~sets ~~nor~~forth ~~shall~~several ~~such~~notification ~~information~~requirements. beAny ~~deemed~~transfer ~~incorporated~~of byATP ~~reference~~Equity Securities in ~~any~~violation ~~filing~~of ~~under~~ the ~~Securities~~ ~~Act~~Order ofis ~~1933, as amended, except as shall be expressly set forth by specific reference in such a filing~~void.

~~Cautionary~~Pursuant ~~Statement~~to the Order, all registered holders of ATP Equity Securities are required to serve a notice of the Order on any holder for ~~Regarding~~whose ~~Financial~~account such registered holder holds such ATP Equity Securities in excess of 1 million shares of stock and ~~Operating~~so ~~Data~~forth down the chain of ownership for all such holders of ATP Equity Securities in excess of such amounts.

~~The~~Pursuant ~~Company cautions investors and potential investors not~~ to ~~place undue reliance upon~~ the ~~information~~ ~~contained in the Monthly Operating Reports~~Order, ~~which were not prepared for the purpose of providing the basis for an investment decision relating to~~ any ofperson ~~the~~or ~~securities of the Company. The Monthly Operating Reports are limited in scope~~entity, ~~cover~~ aor ~~limited~~broker ~~time period, and have been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Reports were not audited~~ or ~~reviewed~~agent byacting ~~independent~~on ~~accountants,~~such ~~are~~person’s ~~in a format prescribed by applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor~~ or ~~potential investor in the Company~~entity’s ~~securities~~behalf, ~~the~~who ~~Monthly~~sells 554,500 ~~Operating~~shares ~~Reports~~or ~~are~~more ~~complete.~~of ~~The~~ATP ~~Monthly~~common ~~Operating~~stock ~~Reports~~to ~~also~~another ~~contain~~person ~~information for periods that are shorter~~ or ~~otherwise~~entity ~~different~~shall ~~from~~be ~~those~~ required into ~~the~~serve ~~Company’s~~a ~~reports~~notice ~~pursuant~~of to the ~~Exchange~~Order ~~Act,~~on ~~and~~ such ~~information~~purchaser ~~might not be indicative~~ of ~~the~~such ~~Company’s~~ATP ~~financial~~Equity ~~condition~~Securities or ~~operating~~any ~~results~~broker ~~for~~or ~~the~~agent ~~period~~acting ~~that~~on ~~would~~such ~~be reflected in the Company~~purchaser’s ~~financial statements or in its reports pursuant to the Exchange Act~~behalf. ~~Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.~~

~~Cautionary~~The ~~Statement~~trading ~~Regarding~~restrictions ~~Forward-Looking~~established ~~Statements~~by the Order apply to “Substantial Shareholders.” A “Substantial Shareholder” is any person or entity that has beneficial ownership of (i) ATP common stock, an Option or Options thereto, or any combination thereof totaling at least 2,495,000 shares, (ii) ATP series A preferred stock, an Option or Options thereto, or any combination thereof totaling 35,285 shares, or (iii) ATP series B preferred stock, an Option or Options thereto, or any combination thereof totaling 75,971 shares.

~~Certain~~Pursuant ~~statements~~to ~~in this Current Report on Form 8-K are forward-looking as defined in~~ the ~~Private~~Order, ~~Securities~~any ~~Litigation~~person ~~Reform~~or ~~Act~~entity ofwho ~~1995. These statements~~is ~~involve~~or ~~certain~~becomes ~~risks~~a ~~and~~Substantial ~~uncertainties~~Shareholder ~~that~~must ~~may~~file ~~be beyond our control and may cause our actual future results to differ materially from our current expectations both in connection~~ with the ~~Chapter~~Court, ~~11 case~~ and ~~the~~serve ~~Company’s~~upon ~~business and financial prospects. Statements of management~~ATP’s ~~expectations,~~counsel ~~including~~and ~~its~~counsel ~~desire~~for tothe ~~successfully~~Official ~~restructure~~Committee inof ~~order~~Unsecured Creditors toof ~~position~~ATP (the ~~Company~~“Committee”) ~~for~~a ~~long~~declaration ~~term~~of ~~viability~~such ~~and success~~status, tosubstantially ~~address its financial challenges, to address important issues~~ in anthe ~~orderly~~form ~~way~~specified ~~and~~by ~~to make~~ the ~~Company~~Order ~~stronger and more competitive are based~~ on ~~current~~or ~~assumptions~~before ~~and~~the ~~expectations. No~~later ~~assurance~~of ~~can be made that these events will come to fruition. We do not undertake to update our forward-looking statements. Factors that could affect our results include, but are not limited to:~~ (i) ~~the~~30 ~~ability~~days ofafter the ~~Company~~receipt toof ~~continue~~a asnotice aof ~~going~~the ~~concern,~~Order or (ii) ~~the~~10 ~~ability~~days ofafter ~~the~~becoming ~~Company to obtain Bankruptcy Court approval with~~a ~~respect~~Substantial toShareholder. ~~motions~~Each inSubstantial ~~the~~Shareholder ~~Chapter~~that ~~11 case,~~ (~~iii~~i) ~~the ability of the Company to prosecute~~sells, ~~develop~~transfers ~~and consummate one~~ or ~~more~~otherwise ~~plans~~disposes of ~~reorganization~~any ~~with~~ATP ~~respect~~Equity toSecurities ~~the Chapter 11 case, (iv) the effects~~ of ~~the~~which ~~Bankruptcy~~it ~~Filing~~had onbeneficial ~~the Company~~ownership ~~and~~(for ~~the~~purposes ~~interests~~ of ~~various~~the ~~creditors~~Order, ~~equity~~beneficial ~~holders~~ownership ~~and~~is ~~other~~determined ~~constituents, (v) Bankruptcy Court rulings~~ in ~~the~~accordance with ~~Chapter~~Section 382 ~~11 case and the outcome~~ of the ~~cases~~Code) inor ~~general,~~ (viii) ~~the~~acquires ~~length~~beneficial ownership of ~~time~~any ~~the~~ATP ~~Company~~Equity ~~will operate under the Chapter 11 cases~~Securities, ~~(vii) risks~~must ~~associated~~within ~~with~~10 ~~third-party~~days ~~motions~~of insuch ~~the~~sale, ~~Chapter 11 case~~transfer, ~~which~~disposition ~~may~~or ~~interfere~~acquisition ~~with~~provide ~~the~~notice ~~ability~~ of ~~the~~such ~~Company~~sale, totransfer, ~~develop~~disposition ~~one~~ or ~~more~~acquisition ~~plans~~ of beneficial ~~reorganization~~ownership ~~and~~by ~~consummate~~serving ~~such~~upon ~~plans~~ATP’s ~~once~~counsel ~~they~~and ~~are developed, (viii)~~ the ~~potential~~Committee’s ~~adverse~~counsel ~~effects~~a ofrevised ~~the~~declaration ~~Chapter~~of 11status ~~proceedings~~as ona ~~the~~Substantial ~~Company’s~~Shareholder. ~~liquidity~~Filing ~~or results~~ of ~~operations,~~a ~~(ix) the~~declaration ~~ability~~of tostatus ~~execute~~as ~~the~~a ~~Company’s~~Substantial ~~business~~Shareholder ~~and~~will ~~restructuring~~not ~~plans,~~be ~~(x) increased~~construed ~~legal~~as ~~costs~~an ~~related~~admission toby the ~~Company’s~~filing ~~Bankruptcy~~person ~~Filing~~or ~~and~~entity ~~other~~that ~~litigation,~~it ~~and~~holds ~~(xi) the~~an ~~ability~~equity ofinterest ~~the~~in ~~Company~~ATP toinstead ~~maintain~~of ~~contracts~~a ~~that~~claim ~~are~~against ~~critical~~ATP’s toestate ~~its operation, including to obtain~~ and ~~maintain~~will ~~normal~~not ~~terms~~prejudice ~~with~~the ~~their~~rights ~~vendors,~~of ~~customers, landlords~~such ~~and~~filing ~~service~~person ~~providers~~or ~~and~~entity to ~~retain~~assert ~~key~~a ~~executives,~~claim ~~managers~~against ~~and~~ATP’s ~~employees~~estate. ~~In the event that the risks disclosed~~

inPrior ~~the~~to ~~Company’s~~effectuating ~~public~~any ~~filings~~transfer ~~and~~of ~~those~~any ~~discussed~~ATP ~~above~~Equity ~~cause~~Security ~~results~~that towould ~~differ~~result ~~materially~~in ~~from~~an ~~those~~increase ~~expressed~~ in the ~~Company’s~~amount ~~forward-looking statements, the Company’s business, financial condition, results~~ of ~~operations~~ATP orEquity ~~liquidity,~~Securities ~~and the interests~~ of which ~~creditors,~~a ~~equity~~Substantial ~~holders~~Shareholder ~~and~~has ~~other~~beneficial ~~constituents,~~ownership ~~could~~or bewould ~~materially~~result ~~adversely~~in ~~affected. The~~a ~~Company~~person ~~undertakes~~or noentity ~~obligation~~becoming ~~(and~~a ~~expressly~~Substantial ~~disclaims~~Shareholder, ~~any~~ such ~~obligation)~~Substantial toShareholder ~~publicly update~~ or ~~revise~~other ~~any~~person ~~forward-looking~~or ~~statement,~~entity ~~whether~~must asfile awith ~~result~~the ~~of new information~~Court, ~~future~~and ~~events~~serve orupon ~~otherwise. For~~ATP’s ~~additional~~counsel ~~information~~and the ~~concerning~~Committee’s ~~factors~~counsel, ~~that~~an ~~could~~advance ~~cause~~written ~~actual~~declaration ~~results~~of tothe ~~materially~~intended ~~differ from~~transfer ~~those~~of ~~projected~~ATP ~~herein,~~Equity ~~please~~Securities ~~refer~~in to the ~~Company’s~~form ~~reports~~specified onby ~~Form~~the ~~10-K and Form 10-Q~~Order.

~~Additional~~Prior ~~information~~to ~~regarding~~effectuating ~~the~~any transfer of ATP Equity Securities that would result in a decrease ~~Bankruptcy~~in ~~Filings~~the isamount ~~available~~of onATP Equity Securities of which an “Identified Substantial Shareholder” (defined in the ~~internet~~Order atto ~~www~~include T.~~atpog~~ Paul Bulmahn and Taylor International Fund, Ltd.~~com.~~) ~~Filings~~has ~~with~~beneficial ownership or would result in an Identified Substantial Shareholder ceasing to be a Substantial Shareholder, the ~~Bankruptcy~~Identified Substantial Shareholder must file with the Court, and ~~claims~~serve ~~information~~upon ~~are~~ATP’s ~~available~~counsel atand ~~www~~the Committee’s counsel, an advance written declaration of the intended transfer of ATP Equity Securities in the form specified by the Order.~~kccllc.net/atpog.~~

ATP shall have 10 business days after receipt of a declaration of intended transfer to file with the Court and serve on such Substantial Shareholder or other person or entity an objection to any proposed transfer of ATP Equity Securities described in the declaration of intended transfer on the grounds that such transfer might adversely affect ATP’s ability to utilize its tax attributes. If ATP files an objection, such transaction would not be effective unless ATP withdraws its objection or such transaction is approved by a final order of the Court that becomes nonappealable. If ATP does not object within such 10-day period, such transaction may proceed solely as set forth in the declaration of intended transfer.

Pursuant to the Order, claimholders and potential purchasers of claims against ATP are deemed notified that, if the Court ultimately approves a sell-down order, claimholders that acquire claims after the Record Date, August 17, 2012 in an amount that would entitle them to receive more than 4.5% of the stock of the reorganized ATP may be subject to a required sell-down of any claims purchased after such date.

The foregoing is intended to provide a brief description of the Order but is not a complete description and is qualified in its entirety by reference to the full text of the Order, which is attached hereto as Exhibit 99.1.

Documents filed in connection with ATP’s Chapter 11 reorganization (other than documents filed under seal or otherwise subject to confidentiality protections) are accessible at the Bankruptcy Court’s website, www.deb.uscourts.gov, through an account obtained from Pacer Service Center at 1-800-676-6856, or via a website maintained by ATP’s claims and noticing agent, KCC, www.kccllc.net/atpog. Additional information may also be found at ATP’s website at www.atpog.com. The information set forth on the foregoing websites shall not be deemed to be a part of or incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:


Exhibit		Exhibit Description

99.1		Final Order (1) Establishing Procedures for the Purchase, Acquisition or Other Accumulation of Equity Securities; (2) Establishing Procedures for the Sale, Trading or Other Transfer of Equity Securities; (3) Establishing an Effective Date for Notice and Sell-Down Procedures for Transfers of Claims Against the Debtor’s Estate; and (4) Granting Related Relief.

Exhibit		Exhibit Description
99.1		January Monthly Operating Report
99.2		Amended December Monthly Operating Report

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 and thereunto duly authorized.

	ATP Oil & Gas Corporation
Date: February 26, 2013	By:	/s/ Albert L. Reese Jr.
Date: March 8, 2013	By:	/s/ Albert L. Reese Jr.
		Albert L. Reese Jr. Chief Financial Officer

Exhibit Index

Exhibit		Exhibit Description
99.1		~~January~~Final ~~Monthly~~Order ~~Operating~~(1) ~~Report~~Establishing Procedures for the Purchase, Acquisition or Other Accumulation of Equity Securities; (2) Establishing Procedures for the Sale, Trading or Other Transfer of Equity Securities; (3) Establishing an Effective Date for Notice and Sell-Down Procedures for Transfers of Claims Against the Debtor’s Estate; and (4) Granting Related Relief.
99.2		Amended December Monthly Operating Report

Filing Compare · ATP OIL & GAS CORP