jh03-1711_13da9.htm

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)

March 16, 2011

(Date of event which requires filing of this statement)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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:		41,677,288 (1)
	8.	SHARED VOTING POWER:		0
	9.	SOLE DISPOSITIVE POWER:		41,677,288 (1)
	10.	SHARED DISPOSITIVE POWER:		0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			41,677,288 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:				[ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):			24.5%
14.	TYPE OF REPORTING PERSON:			PN

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:		41,677,288 (1)(2)
	8.	SHARED VOTING POWER:		0
	9.	SOLE DISPOSITIVE POWER:		1,677,288 (1)(2)
	10.	SHARED DISPOSITIVE POWER:		0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			41,677,288 (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):			24.5%
14.	TYPE OF REPORTING PERSON:			OO (limited liability company)

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 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:		3,860,186 (1)(2)(3)
	8.	SHARED VOTING POWER:		41,677,288 (4)
	9.	SOLE DISPOSITIVE POWER:		3,548,039 (1)(2)
	10.	SHARED DISPOSITIVE POWER:		41,677,288 (4)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			45,537,474 (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):			26.6%
14.	TYPE OF REPORTING PERSON:			IN

(4)

Represents or includes 41,677,288 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 41,677,288 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 shareholder of Mercury Production Company, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.

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 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:		3,972,786 (1)(2)(3)
	8.	SHARED VOTING POWER:		41,677,288 (4)
	9.	SOLE DISPOSITIVE POWER:		3,660,639 (1)(2)
	10.	SHARED DISPOSITIVE POWER:		41,677,288 (4)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			45,650,074 (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):			26.7%
14.	TYPE OF REPORTING PERSON:			IN

(4)

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:		2,287,405 (1)(2)(3)
	8.	SHARED VOTING POWER:		41,677,288 (4)
	9.	SOLE DISPOSITIVE POWER:		2,258,758 (1)(2)
	10.	SHARED DISPOSITIVE POWER:		41,677,288 (4)
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:			43,964,693 (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):			25.7%
14.	TYPE OF REPORTING PERSON:			IN

(4)

Represents or includes 41,677,288 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 41,677,288 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 shareholder of Mercury Production Company, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.

This Amendment No. 7 to Schedule 13D (this “Amendment No. 5”) amends and supplements: (i) a statement on Schedule 13D filed by Quicksilver Energy, L.P. on March 12, 1999, (ii) statements on Schedule 13D filed by Mercury Exploration Company, Glenn Darden, Thomas F. Darden and Anne Darden Self on March 12, 1999, as each such statement was amended on January 21, 2000, September 24, 2007 and January 9, 2009 (“Amendment No. 3”), (iii) a statement on Schedule 13D filed by Quicksilver Energy, L.P., Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden and Anne Darden Self on October 18, 2010 (“Amendment No. 4”), (iv) a statement on Schedule 13D filed by Quicksilver Energy, L.P., Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden and Anne Darden Self on October 25, 2010 (“Amendment No. 5”), (v) a statement on Schedule 13D filed by Quicksilver Energy, L.P., Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden and Anne Darden Self on February 1, 2011 (“Amendment No. 6”), (vi) a statement on Schedule 13D filed by Quicksilver Energy, L.P., Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden and Anne Darden Self on February 23, 2011 (“Amendment No. 7”) and (vii) a statement on Schedule 13D filed by Quicksilver Energy, L.P., Pennsylvania Management, LLC, Glenn Darden, Thomas F. Darden and Anne Darden Self on February 24, 2011 (“Amendment No. 8”) (as so amended, the “Schedule 13D”).

All terms used in this Amendment No. 9, but not defined herein, have the meaning given to such terms in Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 or Amendment No. 8, as applicable. The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

The common stock of QRI was acquired and is being held by the Reporting Persons as an investment. On October 15, 2010, QELP, Glenn Darden, Thomas F. Darden and Anne Darden Self (collectively the “Darden Family Interests”) sent a letter to the board of directors of QRI. In the letter, the Darden Family Interests formally notified the directors of their interest in exploring strategic alternatives for QRI, which could include, among other things, a possible take private transaction of QRI by the Darden Family Interests. The Darden Family Interests stated, in the letter, that while they were not in a position to provide the directors with their valuation of QRI at this time, and that there could be no assurance that a take private proposal by them would be forthcoming, they were fully aware and would expect that any such proposal made by them would involve a substantial premium to the current market price. In the letter, the Darden Family Interests also requested that the directors amend QRI’s rights plan, so that the Darden Family Interests and another major stockholder, who had indicated a similar interest to the directors, SPO Partners & Co. (“SPO”), could discuss strategic alternatives for QRI. In addition, the Darden Family Interests asked for permission to share, subject to a customary nondisclosure agreement, certain nonpublic information of QRI with any financial advisors that they retained.

On October 24, 2010, the Darden Family Interests entered into a Confidentiality Agreement with QRI pursuant to which (i) QRI will make available to the Darden Family Interests certain nonpublic information regarding QRI and (ii) the Darden Family Interests agreed not to acquire additional shares of common stock of QRI for the six (6) month period following the date of the Confidentiality Agreement. In addition, on October 24, 2010, the transaction committee of the board of directors of QRI advised the Darden Family Interests that it did not intend to amend QRI’s rights plan to permit discussions between SPO and the Darden Family Interests at this time.

On February 1, 2011, the Darden Family Interests sent a letter to the transaction committee of the board of directors of QRI (the “Committee”). In the letter, the Darden Family Interests stated that, on January 7, 2011, the Darden Family Interests advised Committee chairman, Mark Warner, that based on the discussions held to date with potential financial partners, the Darden Family Interests had confidence in the executability of a transaction that valued QRI in excess of $16.00 per share. This minimum valuation represents a premium to the price per share at the time the Darden Family Interests first publicly disclosed their interest of more than 26%. The letter further states that, at the same time, the Darden Family Interests also advised Mr. Warner that the Darden Family Interests’ inability to engage in discussions with SPO remained a material impediment to the Darden Family Interests’ ability to complete and formalize a proposal and perhaps improve the minimum valuation for the benefit of unaffiliated stockholders and for the Committee to evaluate. In addition, the Darden Family Interests noted that, without the benefit of discussions with SPO, any proposal the Darden Family Interests might make could reflect a lower valuation for the unaffiliated stockholders. Finally, the Darden Family Interests communicated that the Darden Family Interests might not be able to make a formal proposal at all in the absence of discussions with SPO.

The February 1 letter further noted that, within a few days, J.P. Morgan Securities LLC, financial advisor to the Darden Family Interests, was advised by Credit Suisse, financial advisor to the Committee, that the Committee would not allow discussions between the Darden Family Interests and SPO. When asked for the reasons for the Committee’s decision and when reminded that the inability to have discussions with SPO could result in either (1) a potentially lower valuation proposal for QRI, or (2) the possibility of no transaction proposal at all, Credit Suisse responded that (1) the Committee was simply responding to the value indication provided by the Darden Family Interests to Mr. Warner and that (2) the Committee was perfectly comfortable if no transaction proposal was forthcoming.

On February 23, 2011, the Darden Family Interests and QRI entered into a limited waiver (“Limited Waiver”) of the Confidentiality Agreement, dated October 24, 2010, for the limited purpose of permitting the Darden Family Interests to engage in communications with SPO Partners II, L.P. (“SPO”) and its representatives solely to facilitate the submission to the transaction committee of the board of directors of QRI of a non-binding indication of interest regarding a potential acquisition of QRI by the Darden Family Interests and SPO. The Limited Waiver terminates March 16, 2011.

On March 16, 2011, the Darden Family Interests informed the transaction committee of the board of directors of QRI that they have determined not to further pursue a take private transaction at this time. The Darden Family Interests are concurrently issuing the press release filed as Exhibit 99.1 hereto. In the press release, the Darden Family Interests state that the decision not to further pursue a take private transaction at this time was principally due to their conclusion that QRI’s current capital structure and governance is superior to an alternate private structure for maximizing QRI’s exploration and development opportunities. The Darden Family Interests further state that their decision not to pursue a transaction at this time should in no way be viewed as a change in commitment to, or confidence in, the bright future of QRI.

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: March 16, 2011

	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

Exhibit A	Joint Filing Statement (filed herewith).
Exhibit 99.1	Press Release, dated March 16, 2011 (filed herewith).