FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BURLINGAME ASSET MANAGEMENT, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
6/28/2013 

3. Issuer Name and Ticker or Trading Symbol

ARETE INDUSTRIES INC [ARET]

(Last)        (First)        (Middle)

ONE MONTGOMERY STREET, 33RD FLOOR

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SAN FRANCISCO, CA 94104       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   1341873   D   (1) (3)  
Common Stock   118127   D   (2) (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 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 3 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.

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 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 8/2/2013
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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