UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C. 20548~~ DC 20549

FORM 8−-K

CURRENT REPORT

~~Pursuant to Section~~ PURSUANT TO SECTION 13 or OR 15(d) ~~of the Securities Exchange Act of 1934~~ OF THE

~~Date of Report (Date of earliest event reported): December 26,~~SECURITIES ~~2007~~EXCHANGE ACT OF 1934

Date of Report (Date of earliest event Reported): October 2, 2012

RIDGEWOOD ENERGY M FUND, LLC

(Exact ~~name~~ Name of ~~registrant~~ Registrant as ~~specified on~~ Specified in its ~~charter~~ Charter)

Delaware	~~000-51268~~	13000-~~4285167~~51268	13-4285167
(State of Incorporation)	(Commission File Number)	(IRS Employer ID Number)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

~~Registrant's address and telephone number:~~14 Philips Parkway, Montvale, New Jersey, 07645

~~1314 King Street, Wilmington, Delaware 19801~~(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (~~302~~201) ~~888−7444~~ 447-9000

~~Check the appropriate box below if the Form 8−K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions:~~Not Applicable

~~[_] Written communications pursuant to Rule 425 under the Securities Act~~ (~~17CFR 230~~Former Name or Former Address, if Changed Since Last Report.~~425~~)

~~[_] Soliciting material pursuant~~ Check the appropriate box below if the Form 8-K filing is intended to ~~Rule 14a−12~~ simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange Act (17 CFR240.14a−12)~~ following provisions:

~~[_] Pre−commencement~~ ¨ Written communications pursuant to Rule ~~14d−2(b)~~ 425 under ~~theExchange~~ the Securities Act (17 CFR ~~240~~ 230.~~14d−2b~~425)

~~[_] Pre−commencement communications~~ ¨ Soliciting material pursuant to Rule ~~13e−4(c)~~ 14a-12 under ~~theExchange~~ the Exchange Act (17 CFR 240.~~13e−4(c~~14a-12))

~~Item~~ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.~~06. Material Impairments~~14d-2(b))

~~On December~~¨ ~~26,~~Pre-commencement ~~2007, the~~communications ~~Ridgewood Energy~~pursuant ~~M Fund, LLC (the "Fund") concluded that it was necessary~~ to ~~record an~~Rule ~~impairment on one of its proved properties, Eugene Island 364. The Fund has a 50% ownership in Eugene Island 364, which is operated by El Paso E&P Company~~ 13e-4(~~“El Paso”~~c)~~. The well~~ ~~produced~~under ~~for~~the aExchange ~~short~~Act ~~time~~(17 inCFR ~~2006 but has been shut-in since August 2006 due to mechanical problems~~240.13e-4(c))

~~While independent~~Introductory petroleum engineering reports indicated that Eugene Island 364 does have proved reserves, the complex geological and stratigraphic nature of the area posed an engineering challenge to access the reserves. During 2006 and the early part of 2007 expenses of approximately $0.9 million were incurred related to work over activities on this property. Throughout 2007 the Fund and El Paso conducted further seismic analysis and engineering studies and determined that the estimated additional costs to sidetrack the well were approximately $6.0 million. However, based on the Fund’s internal interpretation of the 3-D seismic data covering the property completed in December 2007 and its assessment of the associated drilling risk, the Fund has concluded that the only way to access the reserves would be to drill a new well at substantially higher costs than the originally planned sidetrack.Note

As Ridgewood Energy M Fund, LLC, a ~~result~~ Delaware limited liability company (“the Fund”), is filing this Current Report on Form 8-K in connection with the decision by the Fund ~~concluded~~ ’s manager, Ridgewood Energy Corporation (the “Manager”), on October 2, 2012 to terminate the Fund (the “Termination”), transfer its remaining assets and liabilities to the Manager, and dissolve the Fund. The Manager has continued to monitor the Fund and, while it currently has the ability to continue, there is a ~~material charge for impairment~~ potential that the Fund may not have sufficient cash flow to cover its future administrative expenses and future operations, inclusive of its ~~working interest~~ asset retirement obligations, or be able to fund such obligations at the time needed without borrowing from the Manager. In the past, the Manager agreed to make available funds in the ~~lease block is required~~ event of a working capital deficit, or temporary production stoppage causing the Fund’s wells to not produce cash flow from operations. ~~The impairment~~ However, the Manager is under no obligation to continue to fund such deficits, and has concluded that it will no longer provide funding to alleviate the Fund’s deficits, short-term or otherwise. As a result, the Manager determined that the Fund is no longer able to conduct the purpose for which it was formed. The Manager has determined that it is in ~~charges~~the best interest of ~~approximately~~the ~~$11~~shareholder to terminate the Fund.3 In ~~million in~~order to terminate the ~~fourth~~Fund, ~~quarter~~the Manager has adopted an Amendment to the Limited Liability Company Agreement (the “Amendment”), which permits it to terminate the Fund under the foregoing circumstances and entered into a Transfer Agreement (the “Transfer Agreement”) with the Fund, each dated October 2, 2012 and effective as of ~~2007~~September 30, 2012. On October 2, 2012, the Manager also authorized the filing of a Certificate of Cancellation of the Fund with the State of Delaware.

~~SIGNATURES~~In connection with the Termination, the Fund will file a Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934 on Form 15 with the U.S. Securities and Exchange Commission (“SEC”), requesting the deregistration of the Fund’s shares and the suspension of the Fund’s reporting obligations.

~~Pursuant to the requirements~~ Item 2.01. Completion of ~~the Securities Exchange Act of 1934, the registrant~~ ~~has duly caused this report to be signed on its behalf by the undersigned~~Acquisition ~~hereto~~or ~~duly~~Disposition ~~authorized.~~of Assets

	RIDGEWOOD ENERGY M FUND, LLC
Date: January 2, 2008	By:	/s/ Kathleen P. McSherry
		Kathleen P. McSherry
		Executive Vice President and Chief
		Financial Officer

Pursuant to the terms of the Transfer Agreement, the Fund transferred all rights, title and interests to all of its assets to the Manager and the Manager assumed all of the liabilities of the Fund effective September 30, 2012. The Manager has agreed to assume, fulfill, perform and discharge all of the various commitments, obligations and liabilities of the Fund, including without liability all asset retirement obligations. The Manager acknowledges that the asset retirement obligations and other liabilities it has assumed may exceed the amount of cash and other cash equivalent assets transferred to the Manager and the Fund will not be responsible for paying any liabilities in excess of such cash and cash equivalent assets. The Manager will maintain all such assets in a segregated account (the “Account”) to satisfy all assumed liabilities. In the event that, after the Manager has satisfied and provided for all liabilities and obligations of the Fund, there are funds remaining in the Account, the Manager shall distribute such remaining funds to the Fund’s investors as of September 30, 2012 in proportion to the ownership interests each held in the Fund as of such date.

The Transfer Agreement is attached as Exhibit 2.01 and incorporated by reference herein. The information set forth in Items 3.03 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 2.01.

Item 3.03 Material Modification to Rights of Security Holders

The Manager adopted the Amendment to provide for the termination of the Fund when the Manager determines that the Fund will have insufficient funds to meet its obligations (contingent or actual), to comply with applicable securities laws or conduct the purpose for which the Fund was created.

The Amendment is attached as Exhibit 3.03 and incorporated by reference herein. The information set forth in Items 2.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 3.03.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year

The limited liability company agreement of the Fund was amended effective as of September 30, 2012. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference in response to this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
Exhibit Number		Description

2.01		Transfer Agreement by and between Ridgewood Energy Corporation and Ridgewood Energy M Fund, LLC effective September 30, 2012

3.03		Amendment to Limited Liability Company Agreement of Ridgewood Energy M Fund, LLC effective September 30, 2012

SIGNATURE

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


Exhibit Number			Description

2.01			Transfer Agreement by and between Ridgewood Energy Corporation and Ridgewood Energy M Fund, LLC effective September 30, 2012

3.03			Amendment to Limited Liability Company Agreement of Ridgewood Energy M Fund, LLC effective September 30, 2012

RIDGEWOOD ENERGY M FUND, LLC

DATE: October 9, 2012

/s/Robert E. Swanson

Robert E. Swanson

Chief Executive Officer

Filing Compare · Ridgewood Energy M Fund LLC