SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
SCHEDULE 13D/A
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Resolute Energy Corporation
(Name of Issuer)
Common Stock, 0.0001 par value
(Title of Class of Securities)
76116A108
(CUSIP Number)
Jennifer Terrell
Chief Financial Officer
Goff Capital, Inc.
500 Commerce Street, Ste 700
Fort Worth, Texas 76102
(817).509.3958
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a Copy to:
George Lee
Gardere Wynne Sewell, LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201
July 14, 2015
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the |
CUSIP 76116A108 | 13D | Page 2 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
John C. Goff |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
PF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
5,332,653 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
5,332,653 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
5,332,653 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% |
|
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP 76116A108 | 13D | Page 3 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
The John C. Goff 2010 Family Trust 27-6940537 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
2,042,413 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
2,042,413 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,042,413 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6% |
|
14 |
TYPE OF REPORTING PERSON
OO |
CUSIP 76116A108 | 13D | Page 4 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Goff Family Investments, LP 75-2662546 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
350,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
350,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
350,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 5 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Kulik Partners , LP 26-1505767 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
300,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
300,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 6 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Cuerno Largo Partners, LP 27-2625185 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
300,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
300,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP 76116A108 | 13D | Page 7 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
The Goff Family Foundation 26-0562600 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
WC |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
74,000 |
8 |
SHARED VOTING POWER
--0-- |
|
9 |
SOLE DISPOSITIVE POWER
74,000 |
|
10 |
SHARED DISPOSITIVE POWER
--0-- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
74,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 8 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Cuerno Largo, LLC 27-2588730 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
300,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
300,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 9 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Kulik GP, LLC 26-1505712 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
300,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
300,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
300,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 10 of 19 Pages |
1 |
NAME OF REPORTING PERSONS
Goff Capital, Inc. 75-2662553 |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) |
|
3 |
SEC USE ONLY
|
|
4 |
SOURCE OF FUNDS
AF |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
( ) |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Texas |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
350,000 |
8 |
SHARED VOTING POWER
-0- |
|
9 |
SOLE DISPOSITIVE POWER
350,000 |
|
10 |
SHARED DISPOSITIVE POWER
-0- |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
350,000 |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
( ) |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% |
|
14 |
TYPE OF REPORTING PERSON
CO |
CUSIP 76116A108 | 13D | Page 11 of 19 Pages |
The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D (the "Schedule 13D") filed by the undersigned relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Resolute Energy Corporation (the "Issuer"), a Delaware corporation. The address of the issuer's office is 1700 Lincoln St., Denver, CO 80203. This Amendement No. 1 amends the Schedule 13D as specifically set forth herein. |
CUSIP 76116A108 | 13D | Page 12 of 19 Pages |
Item 3. Source and Amount of Funds or Other Consideration. |
Section 3 is hereby amended in its entirety as follows: The Shares purchased by each of Goff Family Trust, Family investments, Kulik Partners, Cuerno Partners and Goff Foundation were purchased with working capital in open market purchases. The aggregate purchase price of the 2,042,413 Shares beneficially owned by Goff Family Trust is approximately $2,408,272, including brokerage commissions. The aggregate purchase price of the 350,000 Shares beneficially owned by Family Investments is approximately $419,244, including brokerage commissions. The aggregate purchase price of the 300,000 Shares beneficially owned by Kulik Partners is approximately $351,162, including brokerage commissions. The aggregate purchase price of the 300,000 Shares beneficially owned by Cuerno partners is approximately $340,705, including brokerage commissions. The aggregate purchase price of the 74,000 Shares beneficially owned by Goff Foundation is approximately $90,075, including brokerage commissions. |
The Shares purchased by John C. Goff, individually, were purchased with personal funds in open market purchases. The aggregate purchase price of the 2,266,240 Shares beneficially owned by John C. Goff is approximately $2,733,167, including brokerage commissions. |
CUSIP 76116A108 | 13D | Page 13 of 19 Pages |
Item 5. Interest in Securities of the Issuer. |
Section 5 is hereby amended in its entirety as follows: The aggregate percentage of Shares reported owned by each person named herein is based upon 77,398,070 Shares outstanding, as of April 30, 2015, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015. |
A. Goff Family Trust
|
B. Family Investments
|
C. Goff Capital
|
D. Kulik Partners
|
CUSIP 76116A108 | 13D | Page 14 of 19 Pages |
E. Kulik GP
|
F. Cuerno Partners
|
G. Cuerno GP
|
CUSIP 76116A108 | 13D | Page 15 of 19 Pages |
H. Goff Foundation
|
I. John C. Goff
|
As general partner of the Kulik Partners, Kulik GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Kulik Partners Shares. Kulik GP disclaims beneficial ownership of the Kulik Partners Shares, except to the extent of its pecuniary interest therein. |
As general partner of the Cuerno Partners, Cuerno GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Cuerno Partner Shares. Cuerno GP disclaims beneficial ownership of the Cuerno Partner Shares, except to the extent of its pecuniary interest therein. |
As general partner of Family Investments, Goff Capital may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of Family Investments Shares. Goff Capital disclaims beneficial ownership of Family Investments Shares, except to the extent of its pecuniary interest therein. |
As trustee of Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of Goff Foundation and as president of Goff Capital; John C. Goff may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Goff Family Trust Shares, the Kulik Partner Shares, the Cuerno Partner Shares, the Goff Foundation Shares and the Family Investments Shares. Mr. Goff disclaims beneficial ownership of those Shares, except to the extent of its pecuniary interest therein. |
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
|
CUSIP 76116A108 | 13D | Page 16 of 19 Pages |
SIGNATURES |
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: July 15, 2015 |
John C. GoffBy: /s/ John C. Goff |
Kulik Partners, LP
|
The John C. Goff 2010 Family Trust
By: /s/ John C. Goff |
Cuerno Largo Partners, LP
|
Kulik GP, LLC
By: /s/ John C. Goff |
The Goff Family Foundation
|
Cuerno Largo, LLC
By: /s/ John C. Goff |
Goff Family Investments, LP
|
Goff Capital, Inc.
By: /s/ John C. Goff |
CUSIP 76116A108 | 13D | Page 17 of 19 Pages |
John C. Goff | ||
Date of Purchase | # of shares | Price per share |
7/15/2015 | 90,000 | $0.7532 |
7/10/2015 | 96,000 | $0.7887 |
7/6/2015 | 150,000 | $0.7841 |
|
||
TOTAL: | 336,000 | $0.7771 |
CUSIP 76116A108 | 13D | Page 18 of 19 Pages |
The John C. Goff 2010 Family Trust | ||
Date of Purchase | # of shares | Price per share |
7/14/2015 | 125,000 | $0.7894 |
7/10/2015 | 53,939 | $0.7887 |
7/9/2015 | 40,100 | $0.8193 |
7/8/2015 | 100,000 | $0.8152 |
7/7/2015 | 100,000 | $0.8254 |
|
||
TOTAL: | 419,039 | $0.8069 |
Goff Family Investments, LP | ||
Date of Purchase | # of shares | Price per share |
7/9/2015 | 46,400 | $0.8193 |
|
||
TOTAL: | 46,400 | $0.8193 |
CUSIP 76116A108 | 13D | Page 19 of 19 Pages |
Kulik Partners, LP | ||
Date of Purchase | # of shares | Price per share |
7/9/2015 | 31,000 | $0.8194 |
|
||
TOTAL: | 31,000 | $0.8194 |
Cuerno Largo Partners, LP | ||
Date of Purchase | # of shares | Price per share |
7/9/2015 | 52,500 | $0.8193 |
|
||
TOTAL: | 52,500 | $0.8193 |
The Goff Family Foundation | ||
Date of Purchase | # of shares | Price per share |
7/10/2015 | 10,000 | $0.7894 |
|
||
TOTAL: | 10,000 | $0.7894 |