Edgar Filing: Resolute Energy Corp

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HH-HACI, L.P.

2. Issuer Name and Ticker or Trading Symbol
Resolute Energy Corp [REN/REN WS]

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)

100 CRESCENT COURT, SUITE 1200

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2009

(Street)

DALLAS, TX 75201

4. If Amendment, Date Original Filed(Month/Day/Year)
10/21/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share ⁽³⁾	10/19/2009		J⁽³⁾		4,280,113 ⁽¹⁾ ⁽³⁾	D	$ 0 ⁽¹⁾ ⁽³⁾	227,887 ⁽¹⁾	D ⁽²⁾
Common Stock, par value $0.0001 per share (Earnout Shares) ⁽⁴⁾ ⁽⁵⁾	10/19/2009		J⁽⁴⁾⁽⁵⁾		1,735,308 ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾	D	$ 0 ⁽¹⁾ ⁽⁴⁾ ⁽⁵⁾	92,392 ⁽¹⁾	D ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

Founder's Warrants (right to buy) ⁽⁶⁾ ⁽⁷⁾

$ 13

10/19/2009

J⁽⁶⁾⁽⁷⁾

$ 0 ⁽¹⁾ ⁽⁶⁾ ⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Common Stock, par value $0.0001 per share

8,560,228

⁽⁶⁾ ⁽⁷⁾

455,772 ⁽¹⁾

D ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HH-HACI, L.P. 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201		X
HH-HACI GP, LLC 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201		X

Signatures

/s/ Thomas O. Hicks, sole member of HH-HACI GP, LLC, general partner of HH-HACI, L.P.		06/30/2010
^**Signature of Reporting Person		Date
/s/ Thomas O. Hicks, sole member of HH-HACI GP, LLC		06/30/2010
^**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 filing of this Form 4/A shall not be construed as an admission that HH-HACI GP, LLC ("HH LLC"), the general partner of HH-HACI, L.P. ("HH LP"), is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, par value $0.0001 per share (the "Common Stock") or warrants of Resolute Energy Corporation (the "Issuer"), owned by HH LP. Pursuant to Rule 16a-1, HH LLC disclaims beneficial ownership except to the extent of its pecuniary interests.
(2)	HH LLC controls the voting and disposition of securities held by HH LP, of which HH LLC is the general partner. HH LLC has a pecuniary interest in securities held by HH LP because HH LLC holds a general partnership interest in HH LP.
(3)	HH LP disposed of 4,280,113 shares of common stock, par value 0.0001 per share ("Common Stock") of Resolute Energy Corporation (the "Issuer") in connection with an in-kind distribution without consideration from HH LP to its partners based on each partner's pro rata share of vested interests, including 306 shares of Common Stock distributed to HH LLC, and 1,802,740 shares of Common Stock distributed to Thomas O. Hicks. A partnership for which HH LLC serves as a general partner received a portion of the distribution and HH LLC has a pecuniary interest in 1 share of Common Stock through its general partner interest therein. HH LP mistakenly reported that a higher number (4,293,180) of shares of Common Stock was disposed of in this transaction on Form 4.
(4)	HH LP disposed of 1,735,308 Earnout Shares (defined in Footnote 5) in connection with an in-kind distribution without consideration from HH LP to its partners based on each partner's pro rata share of vested interests, including 124 Earnout Shares distributed to HH LLC and 730,894 Earnout Shares distributed to Thomas O. Hicks. HH LP mistakenly reported that a higher number (1,740,607) of Earnout Shares was disposed of in this transaction on Form 4.
(5)	Earnout Shares are Common Stock subject to forfeiture, unless at any time prior to five years from the closing of the acquisition ("Acquisition") according to the Purchase and IPO Reorganization Agreement, dated as of August 2, 2009, as amended (filed with the Issuer's Form S-4/A on September 14, 2009), either (a) the closing sale price of Common Stock exceeds $15.00 per share for 20 trading days in any 30 trading day period beginning 90 days after the closing of the Acquisition or (b) a change in control event occurs in which Common Stock is valued at greater than $15.00 per share.
(6)	HH LP disposed of 8,560,228 Founder's Warrants (defined in Footnote 7) in connection with an in-kind distribution without consideration from HH LP to its partners based on each partner's pro rata share of vested interests, including 613 Founder's Warrants distributed to HH LLC and 3,605,481 Founder's Warrants distributed to Thomas O. Hicks. A partnership for which HH LLC serves as a general partner received a portion of the distribution and HH LLC has a pecuniary interest in 1 Founder's Warrant through its general partner interest therein. HH LP mistakenly reported that a higher number (8,586,364) of Founder's Warrants was disposed of in this transaction on Form 4.
(7)	Each Founder's Warrant entitles the holder to purchase one share of Common Stock at a price of $13.00/share, subject to adjustment, commencing any time after the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day trading period beginning 90 days after the closing of the Acquisition and shall end 5 years from the closing of the Acquisition. However, Founder's Warrants will be exercisable only if a registration statement relating to the Common Stock issuable upon exercise of the warrants is effective and current.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.