Edgar Filing: ISAAC ANTHONY CARL

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 ^*

ISAAC ANTHONY CARL

2. Issuer Name and Ticker or Trading Symbol
CRIMSON EXPLORATION INC. [CXPO]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP - Operations

(Last)

(First)

(Middle)

C/O CRIMSON EXPLORATION INC., 717 TEXAS AVENUE, SUITE 2900

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2010

(Street)

HOUSTON, TX 77002

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 ⁽¹⁾ ⁽³⁾	08/14/2010		A		22,659	A	$ 0	22,659	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Employee Stock Option (Right to Buy) ⁽²⁾

$ 3.51

08/14/2010

100,000

⁽¹⁾

05/10/2020

Common Stock

100,000

$ 0

100,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ISAAC ANTHONY CARL C/O CRIMSON EXPLORATION INC. 717 TEXAS AVENUE, SUITE 2900 HOUSTON, TX 77002			Senior VP - Operations

Signatures

Stephen W. Schoppe, Attorney-in-fact		09/15/2010
^**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 reported restricted common shares will become vested and exercisable with respect to 15% of the shares on the first anniversary of the date of grant (i.e. May 10, 2010) and thereafter at the end of each full succeeding year as follows: 25% on the second anniversary, 25% on the third anniversary and 35% on the fourth anniversary at which time the restricted shares will be fully vested and exercisable with respect to 100% of the shares.
(2)	The reported stock option shares will become vested and exercisable with respect to 15% of the shares on the first anniversary of the date of grant (i.e. May 10, 2010) and thereafter at the end of each full succeeding year as follows: 25% on the second anniversary, 25% on the third anniversary and 35% on the fourth at which time the restricted shares will be fully vested and exercisable with respect to 100% of the shares.
(3)	The Transaction Date is the date the restricted stock award agreement and stock option agreement were signed and returned to the Company by Mr. Isaac. The Date of Grant is the first day of employment of Mr. Isaac by Crimson Exploration Inc.
Remarks: This Form 4 has been signed by Stephen W. Schoppe, Acting Secretary of Crimson Exploration Inc., on behalf of Mr. Isaac, pursuant to an instrument of Power of Attorney, dated May 10, 2010. The authority granted pursuant to such instrument is to remain in effect until rescinded in writing by Mr. Isaac.

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