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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Founder's Warrants (right to buy) (5) | $ 13 | 06/29/2010 | J(5) | $ 0 (1) (5) | (5) | (5) | Common Stock, par value $0.0001 per share | 33,803 | (5) | 325,373 (1) | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HH-HACI GP, LLC 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201 |
X | |||
| /s/ Thomas O. Hicks, sole member of HH-HACI GP, LLC | 07/01/2010 | |
| **Signature of Reporting Person | Date |
| * | 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 shall not be construed as an admission that HH-HACI GP, LLC ("HH LLC"), the general partner of certain partnerships formed for employees of affiliates of HH LLC (the "Employee Partnerships"), 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 the Employee Partnerships. 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 the Employee Partnerships, of which HH LLC is the general partner. HH LLC holds a general partnership interest in such Employee Partnerships and has a de minimis pecuniary interest in securities held by one of such Employee Partnerships represented by one share of Common Stock on a look through basis. |
| (3) | The Employee Partnerships distributed 16,900 shares of common stock, par value 0.0001 per share ("Common Stock") of Resolute Energy Corporation (the "Issuer") to certain of the Employee Partnerships' limited partners in a distribution that resulted in no change in pecuniary interest for HH LLC. The distributions by the Employee Partnerships are in addition to the distributions that were also made by HH-HACI, L.P. reported on a separate Form 4 filed with the Securities and Exchange Commission (the "SEC") on June 30, 2010. |
| (4) | The Employee Partnerships distributed 6,853 Earnout Shares to certain of the Employee Partnerships' limited partners in a distribution that resulted in no change in pecuniary interest for HH LLC. The distributions by the Employee Partnerships are in addition to the distributions that were also made by HH-HACI, L.P. reported on a separate Form 4 filed with the SEC on June 30, 2010. Earnout Shares are Common Stock subject to forfeiture, unless at any time prior to five years from the closing of the acquisition (the "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. |
| (5) | The Employee Partnerships distributed 33,803 Founder's Warrants to certain of the Employee Partnerships' limited partners in a distribution that resulted in no change in pecuniary interest for HH LLC. The distributions by the Employee Partnerships are in addition to the distributions that were also made by HH-HACI, L.P. reported on a separate Form 4 filed with the SEC on June 30, 2010. 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. |