UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2016 ~~(October 17, 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)

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

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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Disclosure

~~Appointment~~As previously disclosed, on June 2, 2016, Warren Resources, Inc. (the “Company”) and certain of ~~Gregory~~its Jwholly owned subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). ~~Fox~~The Chapter 11 Cases were jointly administered under the caption In re Warren Resources, Inc., et al., Case No. 16-32760.

OnAs ~~October~~also previously disclosed, on September 1714, 2016, the ~~Board~~Bankruptcy ofCourt ~~Directors~~entered ofan ~~the~~order ~~Company~~approving ~~appointed~~the ~~Gregory~~Plan J.of ~~Fox,~~Reorganization ~~age 60, to serve as Senior Vice President~~ of ~~Operations~~ ~~and~~Warren ~~Reservoir~~Resources, ~~Engineering~~Inc. ~~Prior~~and toIts ~~joining~~Affiliated ~~the~~Debtors ~~Company, Mr. Fox served~~ (as aamended ~~Drilling~~ and ~~Completion~~supplemented, ~~Manager~~the ~~at White Marlin Oil & Gas since July 2015~~“Plan”). ~~Prior~~On ~~to that, Mr.~~October ~~Fox served as Senior Vice President Operations & Reservoir Engineering of Dune Energy~~5, ~~Inc. from 2004 through July 2015~~2016, ~~where he was responsible for~~ the ~~preparation~~Plan became ofeffective ~~Dune’s~~pursuant ~~reserve~~to ~~reports~~its ~~with the Securities and Exchange Commission~~terms, ~~as well as oversight responsibility for all regulatory permitting, drilling~~ and ~~production~~the inDebtors ~~Louisiana~~completed ~~State~~their ~~waters~~reorganization ~~and~~under ~~onshore~~the ~~Texas~~Bankruptcy ~~and Louisiana~~Code.

~~Pursuant~~On October 20, to2016, the ~~letter~~Company ~~from~~filed with the ~~Company~~Bankruptcy ~~offering~~Court ~~employment~~a toMonthly ~~Mr. Fox~~Operating ~~(the~~Report ~~“Offer~~for ~~Letter”),~~ the ~~Company~~period ~~initially~~beginning ~~plans~~September 1, to2016 ~~pay~~and ~~Mr.~~ending September ~~Fox~~30, an2016 ~~annual~~(the ~~base~~“Monthly ~~salary~~Operating ~~of $289,000~~Report”). The ~~Company~~Monthly ~~anticipates~~Operating ~~that~~Report ~~Mr. Fox~~is furnished ~~will~~as beExhibit ~~eligible~~99.1 to ~~receive~~ anthis ~~annual~~Current ~~target~~Report ~~bonus of 60% of his base salary based~~ on ~~the~~Form ~~performance~~8-K ofand ~~the~~is ~~Company~~incorporated ~~and~~into ~~his~~this ~~individual performance~~Item 7.01 ~~Any~~by ~~such bonus would be subject to the approval of the Board of Directors of the Company~~reference.

~~The~~Court ~~foregoing~~filings ~~does~~and other ~~not~~information ~~constitute~~related ato ~~complete summary of~~ the ~~Offer~~Chapter ~~Letter~~11 ~~and~~Cases isare ~~qualified~~available inat ~~its~~a ~~entirety~~website administered by ~~reference to~~ the ~~complete~~Company’s ~~text~~claims ~~of the~~agent, ~~Offer~~Epiq ~~Letter~~Systems, ~~which~~at ~~is attached hereto as Exhibits 10~~http://dm.~~1 and incorporated by reference herein~~epiq11.com/WRE/Project#.

The information above is being furnished, not filed, pursuant to Item 7.01 9of Form 8-K. Accordingly, the information in Item 7.01 ~~Financial~~of this ~~Statements~~Current Report on Form 8-K, including Exhibit 99.1, will not be subject to liability under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and ~~Exhibits~~will not be incorporated by reference into any registration statement or other document filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 8.01

Other Events

Cautionary Statement Regarding the Monthly Operating Report

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) and 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

This 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 forward-looking statements relate, in part, to the risks and uncertainties relating to the ability of the Company to continue as 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, 2015, as amended, as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission.

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.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits:

Exhibit Number		Description
ExhibitNumber		Description
10.1		Offer Letter of Gregory J. Fox
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

Exhibit Number		Description
ExhibitNumber		Description
10.1		Offer Letter of Gregory J. Fox
99.1		Monthly Operating Report of Warren Resources, Inc.

WARREN RESOURCES, INC.

Date: October 20, 2016

/s/ James A. Watt

Date: October 27, 2016

/s/ James A. Watt

Name: James A. Watt

Title: Chief Executive Officer

Filing Compare · WARREN RESOURCES INC