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): October 20 7, 2016

Warren Resources, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-33275	11-3024080
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1331 17th Street, Suite 720 Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (720) 403-8125

Two Lincoln Center

5420 LBJ Freeway, Suite 600

Dallas, Texas

75240

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 393-9688

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:

☐	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 75.0102 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsOn ~~previously disclosed, on June~~October 27, 2016, the Board of Directors (the “Board”) of Warren Resources, Inc. (the “Company”) ~~and~~appointed ~~certain~~Romy ofMassey, ~~its~~age ~~wholly~~39, ~~owned~~to ~~subsidiaries~~serve ~~(together~~as ~~with~~Vice ~~the~~President ~~Company,~~and ~~the~~Chief ~~“Debtors”)~~Accounting ~~filed~~Officer ~~voluntary~~of ~~petitions~~the ~~for~~Company ~~reorganization~~ (~~the~~including ~~“Chapter~~as 11its ~~Cases”)~~Principal ~~under~~Accounting ~~Chapter~~Officer), 11effective ofNovember 1, 2016. John Powers, the ~~United~~Company’s ~~States~~previous Chief ~~Bankruptcy~~Accounting Officer, ~~Code~~resigned ~~(the~~from ~~“Bankruptcy~~his ~~Code”)~~role inas ~~the~~Chief ~~United~~Accounting ~~States~~Officer ~~Bankruptcy~~effective ~~Court~~November 1, ~~for~~2016. ~~the~~Mr. ~~Southern~~Powers ~~District~~resignation ofwas ~~Texas (the~~due ~~“Bankruptcy~~to personal ~~Court”).~~reasons, ~~The~~and ~~Chapter~~not 11due ~~Cases~~to ~~were~~any ~~jointly administered~~disagreement ~~under~~with the ~~caption~~Company Inregarding reits ~~Warren~~financial ~~Resources~~reporting, ~~Inc.,~~policies etor ~~al.,~~practices ~~Case~~or Noany potential fraud relating thereto. ~~16-32760.~~

AsMs. Massey ~~also~~ previously ~~disclosed,~~served ~~on September~~as the Vice President - Chief Accounting 14Officer of Quicksilver Resources Inc. (“Quicksilver”), ~~2016~~an independent oil and natural gas company, ~~the~~having ~~Bankruptcy~~served ~~Court~~in ~~entered~~such anrole ~~order~~since ~~approving~~December ~~the~~2014. ~~Plan~~From ofAugust ~~Reorganization~~2012 ofto ~~Warren~~November ~~Resources~~2014, ~~Inc~~Ms. Massey served as Controller of Quicksilver, and ~~Its~~from ~~Affiliated~~January ~~Debtors~~2012 (to August 2012, Ms. Massey served as ~~amended~~Assistant ~~and~~Controller ~~supplemented,~~- ~~the~~Financial ~~“Plan”)~~Reporting at Quicksilver. OnPrior ~~October~~to Quicksilver, Ms. 5Massey spent over ten years at PricewaterhouseCoopers LLP, ~~2016~~an accounting firm, ~~the~~in ~~Plan~~various accounting roles. Ms. Massey received ~~became~~a ~~effective~~bachelor ~~pursuant~~of toscience ~~its~~in ~~terms,~~business administration degree and ~~the~~a ~~Debtors~~master ~~completed~~of ~~their~~science ~~reorganization~~in ~~under~~accounting ~~the~~degree ~~Bankruptcy~~from ~~Code~~Oklahoma State University, and is a Certified Public Accountant in Texas.

OnThere ~~October 20, 2016,~~are ~~the~~no ~~Company~~arrangements ~~filed~~or ~~with~~understandings ~~the~~between ~~Bankruptcy~~Ms. Massey ~~Court~~and aany ~~Monthly~~other ~~Operating~~persons, ~~Report~~pursuant ~~for~~to ~~the~~which ~~period~~she ~~beginning~~was ~~September~~appointed as Chief Accounting 1Officer, ~~2016~~no ~~and~~family ~~ending~~relationships ~~September 30,~~among ~~2016~~any (of the ~~“Monthly~~Company’s ~~Operating~~directors ~~Report”).~~or ~~The~~executive ~~Monthly~~officers ~~Operating~~and ~~Report~~Ms. Massey ~~is furnished~~and asshe ~~Exhibit~~has ~~99.1~~no todirect ~~this~~or ~~Current~~indirect ~~Report~~material oninterest ~~Form~~in ~~8-K~~any ~~and~~transaction isrequired ~~incorporated~~to ~~into~~be ~~this~~disclosed pursuant to Item ~~7.01~~ 404(a) byof ~~reference~~Regulation S-K.

~~Court~~Pursuant ~~filings~~to ~~and~~the Offer of Employment, dated September 16, 2016, ~~other~~between ~~information~~the ~~related~~Company toand Ms. Massey (the ~~Chapter~~“Offer 11of ~~Cases~~Employment”), ~~are~~Ms. Massey ~~available~~will atreceive aan ~~website~~annual ~~administered~~base bysalary of $235,000. Ms. Massey will also participate in the Company’s ~~claims~~annual ~~agent~~bonus plan, ~~Epiq~~under ~~Systems,~~which atshe ~~http://dm~~will have an individual bonus target of 50% of her annual base salary.~~epiq11~~ In addition, Ms.~~com/WRE/Project#~~ Massey is eligible to participate in the Company’s equity incentive plan, with any such grant of equity to be determined by the compensation committee with recommendations from the Chief Executive Officer of the Company.

The ~~information~~foregoing ~~above~~does ~~is being furnished,~~ not ~~filed,~~constitute ~~pursuant~~a tocomplete ~~Item 7.01~~summary of ~~Form 8-K. Accordingly,~~ the ~~information~~Offer ~~in Item 7.01~~ of ~~this~~Employment ~~Current~~and ~~Report~~is onqualified ~~Form~~in ~~8-K,~~its ~~including~~entirety ~~Exhibit~~by ~~99.1,~~reference ~~will not be subject~~ to ~~liability under Section 18 of~~ the ~~Securities~~complete ~~Exchange~~text ~~Act~~ of ~~1934, as amended (~~the ~~“Exchange~~Offer ~~Act”), and will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act~~ of ~~1933~~Employment, aswhich ~~amended~~is ~~(the~~attached ~~“Securities~~hereto ~~Act”) or the Exchange Act, unless specifically identified therein~~ as ~~being~~Exhibit ~~incorporated by reference~~10. 1.

~~Item~~In connection with the Offer of Employment, the Company entered into its standard form of restrictive covenant agreement with Ms. Massey. A form of the restrictive covenant agreement was previously filed by the Company as Exhibit C to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.01 333-33275), ~~Other~~filed ~~Events~~with the Securities and Exchange Commission on October 12, 2016.

~~Cautionary~~Item ~~Statement~~9.01 ~~Regarding~~Financial ~~the~~Statements ~~Monthly~~and ~~Operating Report~~ Exhibits.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements applicable in the Chapter 11 Cases and is in a format acceptable to the U.S. Trustee. The forecasts contained in the Monthly Operating Report reflect estimates and assumptions made by management of the Company with respect to cash receipts and disbursements, as well as numerous other factors. These factors are difficult to predict accurately and in many cases are outside of the Company’s control. Consequently, it is likely that actual results will differ from those reflected in the Monthly Operating Report and such differences may be significant. The Company has not made and does not make any representation to any person regarding the Company’s future results. Furthermore, the Company is not required to publicly update the Monthly Operating Report to reflect more current facts or estimates or the occurrence of future events, including if the facts, estimates and assumptions upon which the Monthly Operating Report is based are erroneous. The Monthly Operating Report was not audited or reviewed by independent accountants, was not prepared in accordance with generally accepted accounting principles in the United States, is in a format prescribed by applicable bankruptcy laws, and is subject to future adjustment (~~which may be material~~d) ~~and~~Exhibits: reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete. The Monthly Operating Report also contains information for periods which are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Forward-Looking Statements


Exhibit Number		Description

10.1		Offer of Employment, dated September 16, 2016

~~This~~SIGNATURES Current Report on Form 8-K and the accompanying exhibit contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. The statements in this Report and the Exhibit that are not historical facts are forward-looking statements. Forward-looking statements are typically identified by use of terms such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently.

~~These~~Pursuant ~~forward-looking statements relate, in part,~~ to the ~~risks~~requirements ~~and uncertainties relating to the ability~~ of the ~~Company~~Securities toExchange ~~continue~~Act asof ~~a going concern and the additional risks and uncertainties that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31~~1934, ~~2015,~~ as amended, asthe ~~well~~registrant ashas induly ~~other~~caused ~~reports~~this ~~filed~~report ~~from time~~ to ~~time~~be bysigned ~~the~~on ~~Company~~its ~~with~~behalf by the ~~Securities~~undersigned ~~and~~hereunto ~~Exchange~~duly ~~Commission~~authorized.

All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.


		WARREN RESOURCES, INC.

Date: March 24, 2017	By:	/s/ Frank T. Smith, Jr.
		Name:	Frank T. Smith, Jr.
		Title:	Senior Vice President and Chief Financial Officer

Item 9.01 Financial Statements and Exhibits


Exhibit Number		Description

10.1		Offer of Employment, dated September 16, 2016

(d) Exhibits:

ExhibitNumber		Description
99.1		Monthly Operating Report of Warren Resources, Inc.

SIGNATURES

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

EXHIBIT INDEX

ExhibitNumber		Description
99.1		Monthly Operating Report of Warren Resources, Inc.

WARREN RESOURCES, INC.

Date: October 27, 2016

/s/ James A. Watt

Name: James A. Watt

Title: Chief Executive Officer

Filing Compare · WARREN RESOURCES INC