SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Resolute Energy Corp [ REN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/28/2015 S 2,000,000 D $0.47 14,991,617 I(1)(2)(3) See Footnotes
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SPO PARTNERS II LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SAN FRANCISCO PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SF ADVISORY PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SCULLY JOHN H

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PHOEBE SNOW FOUNDATION

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WEINBERG ELI J

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SPO ADVISORY PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The entities selling these shares are SPO Partners II, L.P. ("SPO Partners"), which sold 1,912,300 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 79,000 shares and Phoebe Snow Foundation ("PSF") which sold 8,700 shares. The range of prices for the sales on 10/28/2015, reported on line 1 above, was $0.47-$0.4991.
2. As a result of the sales causing this filing 14,396,717 shares of the issuer's common stock are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS") and Eli J. Weinberg ("EJW"), the two controlling persons of SPO Corp. Additionally 594,900 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp, the sole general partner of SF Advisory, and (iii) JHS and EJW, the two controlling persons of SPO Corp.
3. Additionally, following the transaction that caused this filing, JHS beneficially owns 5,200 shares of the Issuer's common stock held in the JHS individual retirement account, which is self-directed. Additionally Phoebe Snow Foundation ("PSF") owns 65,200 shares of the Issuer's common stock. These shares may be deemed to be beneficially owned by JHS solely in his capacity as a controlling person, director and executive officer of PSF.
Remarks:
The individuals and entities listed in the notes above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for the purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such a Person is, for purposes of Section 16 of the Securities and Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein.
Kim M. Silva, Attorney-in-Fact 10/30/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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