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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 | ||||||||
| Warrants (right to buy) | $ 1.5 | 02/08/2012 | A | 110,000,000 (1) | (4) | (4) | Common Stock | 110,000,000 | (1) | 110,000,000 | I (2) (3) | by Halcon Resources LLC | |||
| 8% Convertible Promissory Note | $ 1.5 | 02/08/2012 | A | $ 275,000,000 (1) | 02/08/2014 | 02/08/2014 | Common Stock | 183,333,334 | (1) | $ 275,000,000 | I (2) (3) | by Halcon Resources LLC | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| MILLER DAVID B 3811 TURTLE CREEK BLVD., SUITE 1000 DALLAS, TX 75219 |
X | X | ||
| /s/ David B. Miller | 02/10/2012 | |
| **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) | On February 8, 2012, pursuant to a Securities Purchase Agreement, Halcon Resources LLC ("Halcon") purchased 220 million shares of the issuer's common stock (the "Shares"), an 8% senior convertible note due 2017 in the principal amount of $275 million (the "Note") and five-year warrants to purchase up to an additional 110 million shares of the issuer's common stock (the "Warrants"), in exchange for aggregate cash consideration of $550 million, of which $275 million is attributable to the Shares and $275 million is attributable to the Warrants and the Note. |
| (2) | These securities are owned directly by Halcon Resources LLC ("Halcon"). 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 Halcon. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed the beneficial owner of the securities held by Halcon by virtue of being a member 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. |
| (3) | This report is filed in connection with the Form 4 jointly filed today by Halcon and Messrs. Zorich, Phillips and Petersen. |
| (4) | The warrants are exercisable, in whole or in part, at any time before the fifth anniversary of February 8, 2012. |