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 *
BURLINGAME ASSET MANAGEMENT, LLC
  2. Issuer Name and Ticker or Trading Symbol
ARETE INDUSTRIES INC [ARET]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE MONTGOMERY STREET, 33RD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2014
(Street)

SAN FRANCISCO, CA 94104
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 01/31/2014   S   1,341,873 D $ 0.19 0 D (1) (3)  
Common Stock 01/31/2014   S   118,127 D $ 0.19 0 D (2) (3)  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BURLINGAME ASSET MANAGEMENT, LLC
ONE MONTGOMERY STREET
33RD FLOOR
SAN FRANCISCO, CA 94104
    X    
BURLINGAME EQUITY INVESTORS MASTER FUND, LP
C/O APPLEBY CORPORATE SVCS (CAYMAN) LTD
CLIFTON HOUSE, 75 FORT ST, PO BOX 1350GT
GRAND CAYMAN, E9 KY1-1104
    X    
BURLINGAME EQUITY INVESTORS II, L P
ONE MONTGOMERY STREET
33RD FLOOR
SAN FRANCISCO, CA 94104
    X    
SANFORD BLAIR
ONE MONTGOMERY STREET
33RD FLOOR
SAN FRANCISCO, CA 94104
    X    

Signatures

 Blair E. Sanford, Managing Member for Burlingame Asset Management, LLC   02/07/2014
**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) Represents shares of common stock owned directly by Burlingame Equity Investors Master Fund, LP ("Master Fund"), a Cayman Islands limited partnership.
(2) Represents shares of common stock owned directly by Burlingame Equity Investors II, LP ("Domestic Fund II"), a Delaware limited partnership.
(3) Burlingame Asset Management, LLC ("BAM"), a Delaware limited liability company, is the general partner of each of the Master Fund and Domestic Fund II. BAM, in its capacity as general partner of the Master Fund and the Domestic Fund II (collectively, the "Funds"), may be deemed to indirectly own the shares of common stock owned by the Funds. Blair E. Sanford, as the controlling person of BAM, may be deemed to indirectly own the shares of common stock owned by BAM. Each of BAM, Master Fund, Domestic Fund II and Mr. Sanford herein states that the filing of this Form 4 and the statements made herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Form, and disclaim beneficial ownership over the securities reported herein, except to the extent of their pecuniary interest therein.

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