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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HERSH KENNETH A 125 E. JOHN CARPENTER FWY., SUITE 600 IRVING, TX 75062 |
X | X | ||
| /s/ Kenneth A. Hersh | 09/28/2010 | |
| **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) | At the time of the acquisition pursuant to that certain Purchase and IPO Reorganization Agreement dated September 9, 2009, as amended (the "Acquisition"), among Resolute Energy Corporation (the "Issuer"), Hicks Acquisition Company I, Inc., Resolute Holdings, LLC ("Holdings") and others and registered in the Issuer's Form S-4 Registration Statement (333-161076), 200,000 shares of Common Stock of the issuer that would have constituted the merger consideration for Holdings were awarded to certain employees of the issuer, 100,000 of which vested on award and were distributed in 2009. The remaining 100,000 shares were held in escrow by Holdings and would vest if the employee was still employed by the issuer on September 25, 2010. If the employee was not employed at such date, the forfeited shares of Common Stock would become the property of Holdings as merger consideration. [cont FN2} |
| (2) | [cont from FN1] At September 27, 2010, the remaining shares were distributed from the escrow, and 15,039 shares of Common Stock were forfeited and became the property of Holdings. Holdings' right to receive the additional shares became fixed and irrevocable (if so forfeited by employees) on September 25, 2009, the closing date of the Acquisition (the "Closing Date"). |
| (3) | 6,276,166 shares of Common Stock are owned directly by Natural Gas Partners VII, L.P. ("NGP VII"). 289,719 shares of Common Stock are owned directly by NGP-VII Income Co-Investment Opportunities, L.P. ("Co-Invest"). Holdings owns 1,385,100 shares of Common Stock, 1,385,000 of which are subject to forfeiture unless at any time prior to five years from the Closing Date, either (a) the closing sale price of Common Stock exceeds $15.00 per share for 20 trading days in any 30 day trading period beginning 90 days after the Closing Date, or (b) a change in control event occurs in which Common Stock is valued at greater than $15.00 per share. |
| (4) | G.F.W. Energy VII, L.P. ("GFW Energy") is the sole general partner of NGP VII, and GFW VII, L.L.C. ("GFW LLC") is the sole general partner of GFW Energy. NGP VII owns 100% of NGP Income Management, L.L.C., which is the sole general partner of Co-Invest. GFW LLC may be deemed to beneficially own any securities held by NGP VII. The reporting person, who is an Authorized Member of GFW, LLC, may be deemed an indirect beneficial owner of the securities currently owned by NGP VII and Co-Invest. NGP VII owns a majority of the outstanding membership interests of Holdings and, therefore, the reporting person may be deemed to the indirect beneficial owner of the Common Stock owned by Holdings. This report is filed in connection with the Form 4 filed today by NGP VII and Holdings. |
| (5) | The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |