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RESOLUTE ENERGY CORPORATION
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COMMON STOCK, PAR VALUE $0.0001 PER SHARE
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76116A108
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April 28, 2016
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Partners II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
4,604,856 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
4,604,856 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,604,856
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Advisory Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
4,604,856 (1)(2)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
4,604,856 (1)(2)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,604,856
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
San Francisco Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
193,500 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
193,500 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
193,500
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.3%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SF Advisory Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
193,500 (1)(2)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
193,500 (1)(2)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
193,500
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
0.3%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Advisory Corp.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
4,798,356 (1)(2)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
4,798,356 (1)(2)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,798,356
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.2%
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12.
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Type of Reporting Person (See Instructions)
(CO)
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(1)
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Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 4,604,856 of such shares, and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 193,500 of such shares.
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| (2) | Power is exercised through its two controlling persons, John H. Scully and Eli J. Weinberg. |
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John H. Scully
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
26,400 (1)
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6.
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Shared Voting Power
4,798,356 (2)
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7.
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Sole Dispositive Power
26,400 (1)
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8.
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Shared Dispositive Power
4,798,356 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,824,756
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.3%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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(1)
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Of these shares, 100 shares of Common Stock may be deemed to be beneficially owned by Mr. Scully solely in his capacity as the trustee of the John H. Scully Living Trust, dated 10/1/03, 5,100 shares of Common Stock are held in the John H. Scully individual retirement account, which is self-directed, and 21,200 shares of Common Stock may be deemed beneficially owned by Mr. Scully in his capacity as controlling person, director and executive officer of Phoebe Snow Foundation, Inc.
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| (2) | These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of two controlling persons of SPO Advisory Corp. |
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Phoebe Snow Foundation, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
21,200 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
21,200 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
21,200
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
**0.1%
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12.
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Type of Reporting Person (See Instructions)
(CO)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Eli J. Weinberg
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
4,798,356 (1)
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
4,798,356 (1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,798,356
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
6.2%
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12.
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Type of Reporting Person (See Instructions)
(IN)
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CUSIP No. 76116A108
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The John H. Scully Living Trust, dated 10/1/03
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
California
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
100 (1)
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
100 (1)
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
100
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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11.
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Percent of Class Represented by Amount in Row (9)
**0.1%
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12.
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Type of Reporting Person (See Instructions)
(OO)
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Item 1.
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(a)
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Name of Issuer
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Resolute Energy Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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1700 Lincoln Street, Suite 2800,
Denver, Colorado 80203
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Item 2.
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(a)
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Name of Person Filing
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SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Phoebe Snow Foundation, Inc., a California corporation (“PSF”), Eli J. Weinberg (“EJW”) and the John H. Scully Living Trust, dated 10/1/03 (“JHS Trust”). SPO, SPO Advisory Partners, SFP, SF Advisory Partners, SPO Advisory Corp., JHS, PSF, EJW and JHS Trust are sometimes hereinafter referred to as the “Reporting Persons.”
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
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(b), (c)
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Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.
The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.
The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.
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The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.
The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.
The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.
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The principal business address of PSF is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PSF is a California corporation.
The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the United States of America.
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| The principal business address of JHS Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS Trust is a living trust, established for the benefit of JHS. Certain information with respect to JHS, the trustee of the JHS Trust, is set forth above. | ||
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number:
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76116A108
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Item 3.
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Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
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| Not Applicable. | ||
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(b)
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(a)
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(c)(i)
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(c)(ii)
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(c)(iii)
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(c)(iv)
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Common Shares
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Voting Power
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Disposition Power
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Reporting Persons
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Percent of Class
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Beneficially Owned
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Sole
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Shared
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Sole
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Shared
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SPO Partners II, L.P.
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6.0%
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4,604,856
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4,604,856
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0
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4,604,856
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0
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SPO Advisory Partners, L.P.
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6.0%
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4,604,856
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4,604,856
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0
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4,604,856
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0
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San Francisco Partners, L.P.
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0.3%
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193,500
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193,500
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0
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193,500
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0
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SF Advisory Partners, L.P.
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0.3%
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193,500
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193,500
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0
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193,500
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0
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SPO Advisory Corp.
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6.2%
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4,798,356
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4,798,356
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0
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4,798,356
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0
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John H. Scully
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6.3%
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4,824,756
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26,400
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4,798,356
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26,400
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4,798,356
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Phoebe Snow Foundation, Inc.
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**0.1%
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21,200
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21,200
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0
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21,200
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0
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Eli J. Weinberg
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6.2%
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4,798,356
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0
|
4,798,356
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0
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4,798,356
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| JHS Trust | **0.1% | 100 | 100 | 0 | 100 | 0 |
|
**
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Denotes less than
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
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Not Applicable.
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Item 8.
|
Identification and Classification of Members of the Group.
|
| Not Applicable. | |
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Item 9.
|
Notice of Dissolution of Group.
|
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Not Applicable.
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Item 10.
|
Certification.
|
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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May 2, 2016
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||
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Date
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||
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/s/ Kim M. Silva
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||
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Signature
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Kim M. Silva
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||
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Attorney-in-fact for:
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||
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SPO Partners II, L.P. (1)
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||
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SPO Advisory Partners, L.P. (1)
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||
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San Francisco Partners, L.P. (1)
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||
|
SF Advisory Partners, L.P. (1)
|
||
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SPO Advisory Corp. (1)
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||
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John H. Scully (1)
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Phoebe Snow Foundation, Inc. (1)
|
||
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Eli J. Weinberg (1)
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||
| The John H. Scully Living Trust, dated 10/1/03 (2) | ||
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(1)
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A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.
|
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Exhibit
|
Document Description
|
|
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A
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Agreement Pursuant to Rule 13d-1(k)
|
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| B | Power of Attorney |