eh1300754_13d-resolute.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)

RESOLUTE ENERGY CORPORATION
(Name of Issuer)
 
Common Stock, par value $0.0001
(Title of Class of Securities)
 
76116A108
(CUSIP Number)
 
Dino Verardo
Sageview Capital, L.P.
55 Railroad Avenue
Greenwich, CT 06830
Tel. No.: 203-625-4215
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
with a copy to
 
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
 
November 21, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
* 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.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be  subject to all other  provisions of the Act  (however, see the Notes).

 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 2 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Master, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
765,202
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
765,202
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 3 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (A), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
765,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
765,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 4 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital Partners (B), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
765,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
765,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 5 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Partners (C) (Master), L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
765,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
765,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 6 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital GenPar, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
765,202
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
765,202
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 7 of 14
 
 
1
NAME OF REPORTING PERSON
 
Sageview Capital MGP, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
765,202
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
765,202
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 8 of 14
 
 
1
NAME OF REPORTING PERSON
 
Edward A. Gilhuly
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
765,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
765,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 9 of 14
 
 
1
NAME OF REPORTING PERSON
 
Scott M. Stuart
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  x
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
765,202
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
765,202
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
765,202
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.4%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 10 of 14
 
Item 1.  Security and Issuer.
 
This Amendment No. 1 to the Statement on Schedule 13D dated May 20, 2013 relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Resolute Energy Corporation, a Delaware corporation (the “Company”), whose principal executive office is located at 1700 Lincoln Street, Suite 2800 Denver, Colorado, 80203.

This Amendment No. 1 is being filed to report that as of the date hereof, the Reporting Persons no longer beneficially own more than 5% of the Common Stock.
 
Item 2.  Identity and Background.
 
No material change.

Item 3.  Source or Amount of Funds or Other Consideration.

No material change.
 
Item 4.  Purpose of Transaction.
 
No material change.
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 11 of 14
 
Item 5.  Interest in Securities of the Issuer.
 
All ownership percentages set forth herein assume that there are 17,567,225 shares of Common Stock outstanding as of October 31, 2016, as reported in the Company’s Prospectus Supplement filed on November 7, 2016.

(a) and (b).

(i)        Sageview Master beneficially owns 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock). Sageview Master has sole voting power and sole dispositive power over the 765,202 shares of Common Stock.
 
(ii)       Sageview (A) beneficially owns 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock). Sageview (A) has shared voting power and shared dispositive power over the 765,202 shares of Common Stock.
 
(iii)      Sageview (B) beneficially owns 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock). Sageview (B) has shared voting power and shared dispositive power over the 765,202 shares of Common Stock.
 
(iv)      Sageview (C) beneficially owns 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock). Sageview (C) has shared voting power and shared dispositive power over the 765,202 shares of Common Stock.
 
(v)        Sageview GenPar may be deemed to beneficially own 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock) by virtue of being the sole shareholder of the general partner of each of the Shareholders.  Sageview GenPar has sole voting power and sole dispositive power over the 765,202 shares of Common Stock.
 
(vi)      Sageview MGP may be deemed to beneficially own 765,202 shares of Common Stock (approximately 4.4% of the total number of outstanding shares of Common Stock) by virtue of being the general partner of Sageview GenPar.  Sageview MGP has sole voting power and sole dispositive power over the 765,202 shares of Common Stock.
 
(vii)      As a managing member of Sageview MGP, each of Messrs. Stuart and Gilhuly may be deemed to beneficially own any shares of Common Stock that Sageview MGP may beneficially own or be deemed to beneficially own. Each such individual disclaims beneficial ownership of such shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed. 
 
(c)        The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares in the past 60 days by the Reporting Persons are set forth in Exhibit 1 hereto.
 
(d)        Each of the Reporting Persons affirms that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Persons.
 
(e)        As of the date hereof, the Reporting Persons have ceased to beneficially own more than 5% of the Common Stock.
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 12 of 14
 
 
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Not applicable.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1:
Transactions in the Shares
Exhibit 2:
Joint Filing Agreement (previously filed)



 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 13 of 14
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  November 23, 2016
 
   
SAGEVIEW CAPITAL MASTER, L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (A), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
 
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (B), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
     
Name: Edward A. Gilhuly
Title:   Director
 
 
   
SAGEVIEW CAPITAL PARTNERS (C) (MASTER), L.P.
 
   
By:
Sageview Capital GenPar, Ltd.
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
     
Name: Edward A. Gilhuly
Title:   Director
 
 
 
CUSIP No. 76116A108
 
 SCHEDULE 13D
Page 14 of 14
 
 
 
   
SAGEVIEW CAPITAL GENPAR, L.P.
 
   
By:
Sageview Capital MGP, LLC
its General Partner
 
   
By:
/s/ Edward A. Gilhuly
     
Name: Edward A. Gilhuly
Title: Co-President
 
   
SAGEVIEW CAPITAL MGP, LLC
       
   
By:
/s/ Edward A. Gilhuly
     
Name: Edward A. Gilhuly
Title: Co-President
 
 
   
/s/ Edward A. Gilhuly
   
EDWARD A. GILHULY
     
   
/s/ Scott M. Stuart
   
SCOTT M. STUART

 
EXHIBIT 1
 
Transactions in the Common Stock, $0.0001 par value of Resolute Energy Corporation,
Sageview Capital Master, L.P.
 
(All transactions were made in the open market unless otherwise indicated)
 
 
Date
Buy/Sell
     Quantity
Price
 
 
 
 
11/21/2016
Sell
88,900
$34.2958
11/22/2016
Sell
125,000
$32.8488
11/23/2016
Sell
36,100
$32.6949