Form of Stock Certificate


 Exhibit 4.1 

 
 




 
  
 Exhibit 4.1 
 ATP OIL& GASCORPORATION

 H 
 SECRETARY 
 CHAIRMAN OF THE BOARD 

PREFERRED STOCPREFERRED STOCK K 
 INCORPORATED UNDER THE LAWS 
 OF THE STATE OF TEXAS

 CUSIP 00208J 80 1 
 SEE REVERSE FOR CERTAIN DEFINITIONS 
 THIS
CERTIFIES THAT 
 IS THE OWNER OF 
 FULLY PAID AND NON-ASSESSABLE SHARES OF 8% CONVERTIBLE PERPETUAL PREFERRED STOCK, SERIES B, PAR VALUE $.001 PER SHARE, OF 

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 Dated: 

PPB 
 ATP OIL & GAS CORPORATION 
 COUNTERSIGNED
AND REGISTERED: 
 AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC 

TRANSFER AGENT 
 AND REGISTRAR 
 BY 

AUTHORIZED SIGNATURE 
 PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF 

Colors Selected for Printing: Intaglio prints in SC-16 Rose. 

COLOR: This proof was printed from a digital file or artwork on a graphics quality, color laser printer. It is a good
representation of the color as it will appear on the final product. 
 However, it is not an exact color
rendition, and the final printed product may appear slightly different from the proof due to the difference between the dyes and printing ink. 
 (NEW YORK, NY) 
 ABnote North America 

711 ARMSTRONG LANE 
 COLUMBIA, TENNESSEE 38401 
 (931) 388-3003

 SALES: HOLLY GRONER 931-490-7660 
 PROOF OF: JUNE 15, 2011 
 ATP OIL & GAS
CORPORATION 
 TSB 3828 
 OPERATOR: JB 
 NEW 






 



 
  
 ATP

 For Value Received, hereby sell, assign and transfer unto 

PLEASE INSERT SOCIAL SECURITY OR OTHER 
 IDENTIFYING NUMBER OF ASSIGNEE 
 PLEASE PRINT OR
TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE 
 Shares 

of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint 

Attorney 
 to transfer the said shares on the books of the within-named Corporation, with full power of substitution in the premises. 

Dated 
 A full statement of the designations, preferences, limitations and relative rights of the shares of each class of stock of the Corporation authorized to be issued is set forth in the
Amended and 
 Restated Certificate of Formation of the Corporation on file in the Office of the Secretary of
State of the State of Texas. The Amended and Restated Certificate of Formation of the Corporation 
 on file in
the Office of the Secretary of State of the State of Texas, deny the preemptive right of shareholders to acquire unissued or treasury shares of the Corporation. The Corporation shall 

furnish a copy of its Amended and Restated Certificate of Formation to the record holder of this Certificate without
charge upon written request to the Secretary of the Corporation at its principal 
 place of business in Houston,
Texas. 
 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A STATEMENT OF
RESOLUTIONS ESTABLISHING AND DESIGNATING THE 
 CONVERTIBLE PREFERRED STOCK OF THE CORPORATION. THESE SECURITIES
MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SUCH STATEMENT OF 
 RESOLUTIONS. 

THIS CERTIFICATE IS IN GLOBAL FORM AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A
NOMINEE THEREOF. THIS CERTIFICATE MAY 
 NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A
NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY ANY SUCH NOMINEE 
 TO A SUCCESSOR OF DTC OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITORY. 
 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE
CORPORATION OR THE TRANSFER AGENT, AND ANY CERTIFICATE ISSUED 
 IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO 

CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE 
 OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN 
 ASSIGNMENT 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were 
 written out in full according to applicable laws or regulations: 

TEN COM TEN ENT JT TEN 
 as tenants in common as tenants by the entireties as joint tenants with right of survivorship and not as 
 tenants in common 
 UNIF GIFT MIN ACT–
Custodian 
 (Cust) (Minor) 
 Under Uniform Gifts to Minors 
 Act 

(State) 
 Additional abbreviations may also be used though not in the above list. 
 THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN 
 UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR 
 ENLARGEMENT OR ANY CHANGE WHATEVER. 
 NOTICE:

 X 
 Signature(s) Guaranteed 
 By 

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, 

STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED 

SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. 

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

 ABnote North America 
 711 ARMSTRONG LANE 
 COLUMBIA, TENNESSEE 38401

 (931) 388-3003 
 SALES: HOLLY GRONER 931-490-7660 
 PROOF OF: JUNE
16, 2011 
 ATP OIL & GAS CORPORATION 

TSB 003828 
 OPERATOR: JB 
 Rev 1