SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Harvest Natural Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
41754V103
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
þ	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 12 Pages)

1	NAME OF REPORTING PERSON JET CAPITAL INVESTORS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 1,265,179
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 1,265,179
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,265,179
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.21%
12	TYPE OF REPORTING PERSON IA

 

 

1	NAME OF REPORTING PERSON Jet Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 2,356,233
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 2,356,233
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,356,233
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.98%
12	TYPE OF REPORTING PERSON OO

 

 

1	NAME OF REPORTING PERSON Alan S. Cooper
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 11,800
	6	SHARED VOTING POWER 3,621,412
	7	SOLE DISPOSITIVE POWER 11,800
	8	SHARED DISPOSITIVE POWER 3,621,412
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,633,212
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.22%
12	TYPE OF REPORTING PERSON IN

 

1	NAME OF REPORTING PERSON Matthew Mark
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 3,621,412
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 3,621,412
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,621,412
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19%
12	TYPE OF REPORTING PERSON IN

Item 1 (a).	NAME OF ISSUER
	HARVEST NATURAL RESOURCES, INC.

Item 1(b).	ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	1177 Enclave Parkway, Suite 300 Houston, TX 77077

Item 2 (a).	NAME OF PERSON FILING
	(i)    Jet Capital Investors, L.P. (the "Investment Manager"), a Delaware limited partnership which serves as investment manager to Jet Capital Master Fund LP (the "Master Fund") and certain discretionary accounts (the "Discretionary Accounts", and together with the Master Fund, the "Funds") with respect to shares of common stock directly owned by the Funds.   (ii)   Jet Capital Management, L.L.C. (the "General Partner"), a Delaware limited liability company which serves as the general partner of the Master Fund, with respect to shares of common stock directly owned by the Master Fund.   (iii)  Alan S. Cooper ("Mr. Cooper"), who, together with Mr. Mark, is responsible for the supervision and conduct of all investment activities of the Investment Manager and the General Partner, including, without limitation, for all investment decisions with respect to the assets of the Funds, with respect to shares of common stock directly owned by the Funds, and with respect to shares of common stock directly owned by him.   (iv) Matthew Mark ("Mr. Mark"), who, together with Mr. Cooper, is responsible for the supervision and conduct of all investment activities of the Investment Manager and the General Partner, including, without limitation, for all investment decisions with respect to the assets of the Funds, with respect to shares of common stock directly owned by the Funds.
	The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13G of the Act, the beneficial owner of the common stock reported herein.

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	(i)    The Investment Manager: 667 Madison Avenue 9th Floor, New York, NY 10021
	(ii)   The General Partner: 667 Madison Avenue 9th Floor, New York, NY
	(iii)  Mr. Cooper: 667 Madison Avenue 9th Floor, New York, NY 10021
	(iv)  Mr. Mark: 667 Madison Avenue 9th Floor, New York, NY 10021

Item 2(c).	CITIZENSHIP
	(i)    The Investment Manager: Delaware, USA
	(ii)   The General Partner: Delaware, USA
	(iii)  Mr. Cooper: USA
	(iv)  Mr. Mark: USA

Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Stock, $.0001 par value

Item 2(e).	CUSIP NUMBER
	41754V103

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:  ______________________________________

Item 4.

OWNERSHIP

The percentages used in Item 4 are calculated based upon the 39,424,280 shares of common stock outstanding, as reflected in Harvest Natural Resources, Inc.'s Form 10-Q, as filed on November 9, 2012.   The information required by Items 4(a)-(c) is set forth in rows 5-11 for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. (i) The General Partner: 2,356,233 (A) Amount beneficially owned: 0 (B) Percent of class: 5.98% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 0 (II) Shared power to vote or to direct the vote 2,356,233 (III) Sole power to dispose or to direct the disposition of 0 (IV) Shared power to dispose or to direct the disposition of 2,356,233   (ii) The Investment Manager: 1,265,179 (A) Amount beneficially owned: 0 (B) Percent of class: 3.21% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 0 (II) Shared power to vote or to direct the vote 1,265,179 (III) Sole power to dispose or to direct the disposition of 0 (IV) Shared power to dispose or to direct the disposition of 1,265,179

	(iii) Mr. Cooper: (A) Amount beneficially owned: 3,633,212 (B) Percent of class: 9.22% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 11,800 (II) Shared power to vote or to direct the vote 3,621,412 (III) Sole power to dispose or to direct the disposition of 11,800 (IV) Shared power to dispose or to direct the disposition of 3,621,412
	(iv) Mr. Mark: (A) Amount beneficially owned: 3,621,412 (B) Percent of class: 9.19% (C) Number of shares as to which such person has: (I) Sole power to vote or to direct the vote 0 (II) Shared power to vote or to direct the vote 3,621,412 (III) Sole power to dispose or to direct the disposition of 0 (IV) Shared power to dispose or to direct the disposition of 3,621,412

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	Not applicable.

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Not applicable.

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.

Item 10.

CERTIFICATION

	Each of the Reporting Persons hereby makes the following certification:
	By signing below each Reporting Person certifies that, to the best of his or its 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.

 

 

JET CAPITAL INVESTORS, L.P.
/s/ Alan S. Cooper
Name:     Alan S. Cooper
Title:       Authorized Signatory, Jet Capital Investors, L.P.
JET CAPITAL MANAGEMENT, L.L.C.
/s/ Alan S. Cooper
Name:     Alan S. Cooper
Title:       Authorized Signatory, Jet Capital Management, L.L.C.