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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 | ||||||||
| Sponsor Warrants (right to buy) | $ 7.5 | 09/25/2009 | S | 2,333,333 (5) | (5) | (5) | Common Stock, $0.0001 per share | 2,333,333 | $ 0.5 (5) | 4,666,667 (1) | D (2) | ||||
| Sponsor Warrants (right to buy) | $ 7.5 | 09/25/2009 | D | 4,666,667 (6) | (6) | (6) | Common Stock, $0.0001 per share | 4,666,667 | (6) | 0 (1) | D (2) | ||||
| Founder's Warrants (right to buy) | $ 7.5 | 09/25/2009 | D | 9,016,000 (7) | (7) | (7) | Common Stock, $0.0001 per share | 9,016,000 | (7) | 0 (1) | D (2) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HH-HACI, L.P. 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201 |
X | |||
| HH-HACI GP, LLC 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201 |
X | |||
| HICKS THOMAS O 100 CRESCENT COURT, SUITE 1200 DALLAS, TX 75201 |
X | X | ||
| /s/ Joseph B. Armes, on behalf of Thomas O. Hicks, sole member of HH-HACI GP, LLC, general partner of HH-HACI, L.P. | 09/25/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph B. Armes, on behalf of Thomas O. Hicks, sole member of HH-HACI GP, LLC | 09/25/2009 | |
| **Signature of Reporting Person | Date | |
| /s/ Joseph B. Armes, on behalf of Thomas O. Hicks | 09/25/2009 | |
| **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) | The filing of this Form 4 shall not be construed as an admission that either Thomas O. Hicks (the "Principal"), the sole member of HH-HACI GP, LLC ("HH LLC"), or HH LLC, the general partner of HH-HACI, L.P. ("HH LP," together with the Principal and HH LLC, the "Reporting Persons"), is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Hicks Acquisition Company I, Inc. ("Issuer"), owned by HH LP. Pursuant to Rule 16a-1, each of the Principal and HH LLC disclaims beneficial ownership except to the extent of their respective pecuniary interests. |
| (2) | HH LLC controls the voting and disposition of securities held by HH LP, of which HH LLC is the general partner. The Principal reports the securities held indirectly by HH LLC because, as the sole member of HH LLC at the time of purchase, the Principal controlls the disposition and voting of the securities. HH LLC has a pecuniary interest in securities held by HH LP because HH LLC holds a general partnership interest in HH LP. The Principal has a pecuniary interest in securities held by HH LP because the Principal is the sole member of HH LLC, which holds a general partnership interest in HH LP, and owns a limited partnership interest in HH LP. |
| (3) | Cancelled 7,188,300 shares of Issuer Common Stock in connection with the transaction (the "Acquisition") contemplated by that certain Purchase and IPO Reorganization Agreement (the "Purchase Agreement"), dated as of August 2, 2009, as amended on September 9, 2009 by a certain letter agreement, by and among the Issuer, Resolute Energy Corporation ("Resolute Energy"), Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub, LLC, and HH LP. |
| (4) | Disposed of 6,335,700 shares of Issuer Common Stock in exchange for 4,508,000 shares of Resolute Energy Common Stock, par value $0.0001 per share, and 1,827,700 shares of Resolute Energy Common Stock subject to forfeiture unless at any time prior to five years from the closing of the Acquisition, either (a) the closing sale price of the Resolute Energy Common Stock exceeds $15.00 per share for 20 trading days in any 30 trading day period beginning 90 days after the closing of the Acquisition, or (b) a change in control event occurs in which Resolute Energy Common Stock is valued at greater than $15.00 per share, all in connection with the Acquisition contemplated by the Purchase Agreement. |
| (5) | Sold 2,333,333 Sponsor Warrants of Issuer for $1,166,667 (or $0.50 per Sponsor Warrant) in connection with the Acquisition contemplated by the Purchase Agreement. |
| (6) | Disposed 4,666,667 Sponsor Warrants of Issuer in exchange for 4,666,667 warrants to purchase 4,666,667 shares of Resolute Energy Common Stock at a price of $13.00 per share, which will expire within five years after the closing of the Acquisition, in connection with the Acquisition contemplated by the Purchase Agreement. |
| (7) | Disposed of 9,016,000 Founder's Warrants of Issuer in exchange for 9,016,000 warrants to purchase 9,016,000 shares of Resolute Energy Common Stock at a price of $13.00 per share, which will expire within five years after the closing of the Acquisition, in connection with the Acquisition contemplated by the Purchase Agreement. |