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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 | ||||||||
| 8% Convertible Promissory Note | $ 4.5 (7) | 03/31/2012 | J(8) | $ 3,238,888.89 | 02/08/2014 | 02/08/2017 | Common Stock | 719,753.09 | (8) | $ 278,238,888.89 | D (3) (6) | ||||
| 8% Convertible Promissory Note | $ 4.5 (7) | 06/30/2012 | J(9) | $ 5,626,608.65 | 02/08/2014 | 02/08/2017 | Common Stock | 1,250,357.48 | (9) | $ 283,865,497.54 | D (3) (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILLER DAVID B 3811 TURTLE CREEK BLVD., SUITE 1000 DALLAS, TX 75219 |
X | X | ||
| David B. Miller | 09/19/2012 | |
| **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) | Pro rata distribution from HALRES LLC ("HALRES") to its members for no consideration. |
| (2) | On February 10, 2012, the issuer effected a 3-for-1 reverse split of its common stock, resulting in HALRES' ownership of 146,666,666 fewer shares of common stock. |
| (3) | These securities are owned directly by HALRES. EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of HALRES. The reporting person, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed the beneficial owners of the securities held by HALRES by virtue of being members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, LLC ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities. |
| (4) | These shares were previously held by EnCap Fund VIII through HALRES and were distributed to EnCap Fund VIII on September 17, 2012 as a result of a pro rata distribution by HALRES to its members for no consideration. |
| (5) | These securities are owned directly by EnCap Fund VIII. The reporting person, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed the beneficial owners of the securities held by EnCap Fund VIII by virtue of being members of RNBD, the sole member of EnCap Investments GP, the general partner of EnCap Investments, L.P., the general partner of EnCap Fund VIII GP, the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities. |
| (6) | This report is filed in connection with the Form 4 jointly filed today by HALRES and Messrs. Zorich, Phillips and Petersen and the Form 4 jointly filed today by EnCap Fund VIII and Messrs. Zorich, Phillips and Petersen. |
| (7) | On February 10, 2012, the issuer effected a 3-for-1 reverse split of its common stock, resulting in the conversion price of the 8% Convertible Promissory Note ("Note") increasing from $1.50 per share to $4.50 per share. |
| (8) | Since February 8, 2012, HALRES has held the Note. Interest on the Note is payable on a quarterly basis and, at the election of the issuer, interest may be payable in kind by increasing the principal amount of the Note. This Form 4 is being filed to report the increase in the principal amount of the Note by an amount equal to the amount of interest paid-in-kind on March 31, 2012. |
| (9) | This Form 4 is being filed to report the increase in the principal amount of the Note by an amount equal to the amount of interest paid-in-kind on June 30, 2012. |