Quicksilver Resources Inc.
|
(Name of Issuer)
|
Common Stock
|
(Title of class of securities)
|
74837R-10-4
|
(CUSIP number)
|
Anne Darden Self
801 Cherry Street
Suite 3700, Unit 19
Fort Worth, Texas 76102
(817) 665-5008
|
(Name, address and telephone number of person authorized to receive notices and communications)
|
September 13, 2012
|
(Date of event which requires filing of this statement)
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CUSIP No. 74837R-10-4
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13D
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Page 2
|
1.
|
NAME OF REPORTING PERSON:
Quicksilver Energy, L.P.
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b) X
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS:
|
OO and WC
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Texas
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
33,330,259 (1)
|
||
8.
|
SHARED VOTING POWER:
|
0
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
33,330,259 (1)
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
0
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,330,259 (1)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
19.3%
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
PN
|
CUSIP No. 74837R-10-4
|
13D
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Page 3
|
1.
|
NAME OF REPORTING PERSON:
Pennsylvania Management, LLC
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b) X
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS:
|
OO and WC
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
Texas
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
33,330,259 (1)(2)
|
||
8.
|
SHARED VOTING POWER:
|
0
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
33,330,259 (1)(2)
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
0
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
33,330,259 (1)(2)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
19.3%
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
OO (limited liability company)
|
CUSIP No. 74837R-10-4
|
13D
|
Page 4
|
1.
|
NAME OF REPORTING PERSON:
Glenn Darden
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b) X
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS:
|
PF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
6,394,280 (1)(2)(3)
|
||
8.
|
SHARED VOTING POWER:
|
33,330,259 (4)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
5,970,000 (1)(2)
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
33,330,259 (4)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
39,724,539 (1)(2)(3)(4)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
23.0%
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
IN
|
(1)
|
Includes 548,728 shares subject to options that were vested or will vest within 60 days following September 13, 2012.
|
(2)
|
Includes 41,486 shares represented by units Mr. Darden holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) as of August 31, 2012.
|
(3)
|
Includes 424,280 shares of unvested restricted stock as of September 13, 2012.
|
(4)
|
Represents or includes 33,330,259 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Mr. Darden solely in his capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P. Mr. Darden disclaims beneficial ownership of the 33,330,259 shares owned by Quicksilver Energy, L.P., except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of Quicksilver Energy, L.P., as a unit holder of MPP Holding, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.
|
CUSIP No. 74837R-10-4
|
13D
|
Page 5
|
1.
|
NAME OF REPORTING PERSON:
Thomas F. Darden
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b) X
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS:
|
PF
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
6,512,262 (1)(2)(3)
|
||
8.
|
SHARED VOTING POWER:
|
33,330,259 (4)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
6,087,982 (1)(2)
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
33,330,259 (4)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
39,843,621 (1)(2)(3)(4)(5)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
23.0%
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
IN
|
(1)
|
Includes 548,728 shares subject to options that were vested or will vest within 60 days following September 13, 2012.
|
(2)
|
Includes 112,038 shares represented by units Mr. Darden holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) as of August 31, 2012.
|
(3)
|
Includes 424,280 shares of unvested restricted stock as of September 13, 2012.
|
(4)
|
Represents or includes 33,330,259 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Mr. Darden solely in his capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P. Mr. Darden disclaims beneficial ownership of the 33,330,259 shares owned by Quicksilver Energy, L.P., except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of Quicksilver Energy, L.P., as a unit holder of MPP Holding, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.
|
CUSIP No. 74837R-10-4
|
13D
|
Page 6
|
1.
|
NAME OF REPORTING PERSON:
Anne Darden Self
|
||||
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b) X
|
|||
3.
|
SEC USE ONLY
|
||||
4.
|
SOURCE OF FUNDS:
|
PF and Not Applicable
|
|||
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [ ]
|
||||
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION:
|
USA
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7.
|
SOLE VOTING POWER:
|
4,422,781 (1)(2)(3)
|
||
8.
|
SHARED VOTING POWER:
|
33,330,259 (4)
|
|||
9.
|
SOLE DISPOSITIVE POWER:
|
4,381,804 (1)(2)
|
|||
10.
|
SHARED DISPOSITIVE POWER:
|
33,330,259 (4)
|
|||
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
37,753,040 (1)(2)(3)(4)
|
|||
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
|
[ ]
|
|||
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
21.8%
|
|||
14.
|
TYPE OF REPORTING PERSON:
|
IN
|
(1)
|
Includes 70,594 shares subject to options that were vested or will vest within 60 days following September 13, 2012.
|
(2)
|
Includes 63,801 shares represented by units Ms. Self holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) as of August 31, 2012.
|
(3)
|
Includes 40,977 shares of unvested restricted stock as of September 13, 2012.
|
(4)
|
Represents or includes 33,330,259 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Ms. Self solely in her capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P. Ms. Self disclaims beneficial ownership of the 33,330,259 shares owned by Quicksilver Energy, L.P., except to the extent of her pecuniary interest in them arising from her ownership interest as a limited partner of Quicksilver Energy, L.P., as a unit holder of MPP Holding, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.
|
Item (a)-(b)
|
QELP
|
QELP beneficially owns 33,330,259 shares of the common stock of QRI, which constitutes approximately 19.3% of the outstanding shares of the common stock of QRI. QELP’s percentage of beneficial ownership was calculated by dividing the total number of shares of common stock beneficially owned by 172,971,660, which represents the total number of shares of QRI common stock outstanding as of July 31, 2012, according to the quarterly report on Form 10-Q of QRI for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 9, 2012. QELP has the sole power to vote or to direct the vote of 33,330,259 shares of QRI common stock, and the sole power to dispose or to direct the disposition of 33,330,259 shares of QRI common stock.
|
Pennsylvania
|
In its capacity as the sole general partner of QELP, Pennsylvania may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 33,330,259 shares of QRI common stock, which constitutes approximately 19.3% of the outstanding shares of the common stock. As the sole general partner of QELP, Pennsylvania has the sole power to vote or to direct the vote of 33,330,259 shares of QRI common stock, and the sole power to dispose or to direct the disposition of 33,330,259 shares of QRI common stock.
|
Glenn Darden
|
As a member of Pennsylvania, Glenn Darden may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 33,330,259 shares of QRI common stock held by QELP, which constitutes approximately 19.3% of the outstanding shares of QRI common stock. Mr. Darden shares the power to vote and dispose of these shares as a member of Pennsylvania. Mr. Darden disclaims beneficial ownership of the 33,330,259 shares of QRI common stock owned by QELP, except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of QELP, as a unit holder of MPP Holding and as a member of Pennsylvania.
|
|
Mr. Darden has the sole power to vote or to direct the vote of 6,394,280 shares of QRI common stock (or approximately 3.7% of its outstanding shares), including the shares subject to the options described below, 41,486 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of August 31,
|
2012 and 424,280 shares of unvested restricted stock as of September 13, 2012. Mr. Darden has the sole power to dispose or direct the disposition of 5,970,000 shares, including the shares subject to the options described below and the 41,486 shares represented by units in the Unitized Stock Fund through the QRI 401(k) plan. | |
Mr. Darden owns options to purchase 548,728 shares of QRI common stock that were vested or will vest within 60 days following September 13, 2012. Such options were issued to Mr. Darden under QRI’s equity plans.
|
Together, QELP’s shares, Mr. Darden’s directly held shares, his options to purchase shares of QRI common stock and his 401(k) plan shares represent 23.0% of the total issued and outstanding shares of QRI.
|
Thomas F. Darden
|
As a member of Pennsylvania, Thomas F. Darden may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 33,330,259 shares of QRI common stock held by QELP, which constitutes approximately 19.3% of the outstanding shares of QRI common stock. Mr. Darden shares the power to vote and dispose of these shares as a member of Pennsylvania. Mr. Darden disclaims beneficial ownership of the 33,330,259 shares of QRI common stock owned by QELP, except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of QELP, as a unit holder of MPP Holding and as a member of Pennsylvania.
|
Mr. Darden has the sole power to vote or direct the vote of 6,512,262 shares of QRI common stock (or approximately 3.8% of its outstanding shares), including the shares subject to the options as described below, 112,038 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of August 31, 2012 and 424,280 shares of unvested restricted stock as of September 13, 2012. Mr. Darden has the sole power to dispose of or direct the disposition of 6,087,982 shares, including the shares subject to the options described below and 112,038 shares represented by units in a Unitized Stock Fund through the QRI 401(k) plan.
|
Mr. Darden owns options to purchase 548,728 shares of QRI common stock that were vested or will vest within 60 days following September 13, 2012. Such options were issued to Mr. Darden under QRI’s equity plans.
|
Together, QELP’s shares, Mr. Darden’s directly held shares, his options to purchase shares of QRI common stock and his 401(k) plan shares represent 23.0% of the total issued and outstanding shares of QRI.
|
Anne Darden Self
|
As a member of Pennsylvania, Anne Darden Self may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 33,330,259 shares of QRI common stock held by QELP, which constitutes approximately 19.3% of the outstanding shares of QRI common stock. Ms. Self shares the power to vote and to dispose of these shares as a member of Pennsylvania. Ms. Self disclaims beneficial ownership of the 33,330,259 shares of QRI common stock owned by QELP, except to the extent of her pecuniary interest in them arising from her ownership interest as a limited partner of QELP, as a unit holder of MPP Holding and as a member of Pennsylvania.
|
Ms. Self has the sole power to vote or direct the vote of 4,442,781 shares of QRI common stock (or approximately 2.6% of its outstanding shares), including the shares subject to the options described below, 63,801 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of August 31, 2012 and 40,977 shares of unvested restricted stock as of September 13, 2012. Ms. Self has the sole power to dispose of or direct the disposition of 4,381,804 shares, including the shares subject to the options described below and the 63,801 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan.
|
Ms. Self owns options to purchase 70,594 shares of QRI common stock that were vested or will vest within 60 days following September 13, 2012. Such options were issued to Ms. Self under the QRI’s equity plans.
|
Together, QELP’s shares, Ms. Self’s directly held shares, her options to purchase shares of QRI common stock, and her 401(k) plan shares represent 21.8% of the total issued and outstanding shares of QRI.
|
To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 of Schedule 13D is the beneficial owner of any shares of QRI common stock.
|
Item 5(c)
|
On September 13, 2012, QELP distributed 2,127,015 shares of QRI common stock to one of its limited partners – The Lucy Darden Irrevocable Asset Trust (the “Lucy Darden Trust”) – in partial redemption of the Lucy Darden Trusts’ limited partnership interest in QELP. On that date, QELP also distributed 2,073,338 shares of QRI common stock to each of three of its limited partners – The 2009 Glenn M. Darden Family Irrevocable Asset Trust (the “Glenn Darden Trust”), The 2009 Thomas F. Darden Family Irrevocable Asset Trust (the “Thomas Darden Trust”) and The 2009 Anne Darden Self Family Irrevocable Asset Trust (the “Anne Self Trust”) – in partial redemption of the trusts’ respective limited partnership interests in QELP. Immediately upon receiving its shares of QRI common stock as part of the distribution, the Lucy Darden Trust distributed its shares to the trust’s settlor in satisfaction of outstanding indebtedness for estate planning purposes. The Glenn Darden Trust, the Thomas Darden Trust and the Anne Self Trust also distributed their respective QRI shares received in the distribution to Glenn Darden, Thomas Darden and Anne Self, respectively, to satisfy outstanding indebtedness for estate planning purposes.
|
Item 5(d)
|
The Reporting Persons affirm 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 QRI common stock owned by the Reporting Persons.
|
Item 5(e)
|
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Reporting Person
|
Number of
Pledged Shares
|
Date of Credit
Facility
|
Financial
Institution
|
QELP
|
6,113,849
|
May 5, 2012
|
Goldman Sachs Bank USA
|
Thomas F. Darden
|
1,299,711
|
May 5, 2012
|
Goldman Sachs Bank USA
|
1,753,792
|
June 27, 2012
|
Frost Bank
|
Item 7.
|
Material to be Filed as Exhibits
|
Exhibit A
|
Joint Filing Statement (filed herewith).
|
QUICKSILVER ENERGY, L.P. | |||
|
By:
|
PENNSYLVANIA MANAGEMENT, LLC, its | |
general partner |
|
By:
|
/s/ Glenn Darden | |
Name: Glenn Darden | |||
Title: Manager | |||
PENNSYLVANIA MANAGEMENT, LLC |
|
By:
|
/s/ Glenn Darden | |
Name: Glenn Darden | |||
Title: Manager | |||
|
/s/ Glenn Darden | ||
Glenn Darden |
|
/s/ Thomas F. Darden | ||
Thomas F. Darden |
|
|
/s/ Anne Darden Self | |
Anne Darden Self |
QUICKSILVER ENERGY, L.P. | |||
|
By:
|
PENNSYLVANIA MANAGEMENT, LLC, its | |
general partner |
|
By:
|
/s/ Glenn Darden | |
Name: Glenn Darden | |||
Title: Manager | |||
PENNSYLVANIA MANAGEMENT, LLC |
|
By:
|
/s/ Glenn Darden | |
Name: Glenn Darden | |||
Title: Manager | |||
|
/s/ Glenn Darden | ||
Glenn Darden |
|
/s/ Thomas F. Darden | ||
Thomas F. Darden |
|
|
/s/ Anne Darden Self | |
Anne Darden Self |