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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 | ||||||||
| 8% Convertible Promissory Note | $ 4.5 | 02/08/2012 | H | $ 289,668,969.93 | 02/08/2014 | 02/08/2017 | Common Stock | 64,370,882.21 | (3) (4) | 0 | D (1) (2) | ||||
| 8% Convertible Promissory Note | $ 2.44 | 05/06/2015 | P | $ 289,668,969.93 (3) (4) | 02/08/2017 | 02/08/2020 | Common Stock | 118,716,790.95 | (3) (4) | $ 289,668,969.93 | D (1) (2) | ||||
| Warrants (right to buy) | $ 4.5 | 02/08/2012 | H | 36,666,667 | 02/08/2012 | 02/08/2017 | Common Stock | 36,666,667 | (3) (4) | 0 | D (1) (2) | ||||
| Warrants (right to buy) | $ 2.44 | 05/06/2015 | P | 36,666,667 (3) (4) | (5) | 02/08/2020 | Common Stock | 36,666,667 | (3) (4) | 36,666,667 | D (1) (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HALRES LLC 1000 LOUISIANA, SUITE 6700 HOUSTON, TX 77002 |
X | |||
| PETERSEN GARY R 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
| PHILLIPS D MARTIN 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
| ZORICH ROBERT L 1100 LOUISIANA STREET, SUITE 4900 HOUSTON, TX 77002 |
X | |||
| /s/ Floyd C. Wilson , President and CEO of HALRES LLC | 05/08/2015 | |
| **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) | These securities are owned directly by HALRES LLC ("HALRES"). 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 HALRES. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed beneficial owners of the securities held by HALRES by virtue of being members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, L.L.C. ("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. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities. |
| (2) | This report is filed in connection with the Form 4 filed today by Mr. Miller, a director of the Issuer. |
| (3) | On February 8, 2012, the Issuer issued to HALRES a convertible note in the amount of $275.0 million due 2017 together with five year warrants to purchase approximately 36.7 million shares of the Issuer's common stock. The convertible note was convertible into the Issuer's common stock at $4.50 per share and the warrants were exercisable at a price of $4.50 per share. |
| (4) | (Continued from footnote 3) The Issuer elected to pay the interest due on the convertible note in kind on March 31, June 30 and September 30, 2012, thereby increasing the amount of the convertible note to $289.7 million. On May 6, 2015, the Issuer's stockholders approved amendments to the convertible note and warrants which (i) extended the maturity date of the convertible note to February 8, 2020, (ii) modified the conversion price of the convertible note to $2.44 per share, (iii) modified the exercise price of the warrants to $2.44 per share and (iv) extended the expiration date of the warrants from February 8, 2017 to February 8, 2020. The amendment is reported above as the cancellation of the prior convertible note and warrants and the acquisition of a new convertible note and warrants. |
| (5) | The warrants are exercisable, in whole or in part, at any time before February 8, 2020. |
| Remarks: Exhibit List Exhibit 99 - Joint Filer Information | |