Halcón Resources Corporation
|
(Name of Issuer)
|
Common Stock
|
(Title of Class of Securities)
|
40537Q803
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(CUSIP Number)
|
Shawn Singh
Luminus Management, LLC
1700 Broadway, 26th Floor
New York, NY 10019
(212) 424-2800
|
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
October 8, 2019
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(Date of Event which Requires Filing of this Statement)
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CUSIP No. 40537Q803
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SCHEDULE 13D |
Page 2 of 8
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luminus Management, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,855,314(1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,855,314(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,314(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5%(2)
|
|
14
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TYPE OF REPORTING PERSON
IA
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(1)
|
The number of shares reported above includes (i) 182,478 shares of Common Stock (as defined below) issuable upon the exercise of the Series A Warrants owned directly by Master Fund (as defined below), (ii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund, (iii) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund, and (iv) 6,151,448 shares of Common Stock owned directly by Master Fund. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2)
|
Percentage based on (i) 16,204,282 outstanding shares of Common Stock as of October 8, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2019, plus (ii) 182,478 shares of Common Stock issuable upon the exercise of the Series A Warrants owned directly by Master Fund, (iii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund and (iv) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund.
|
CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 3 of 8
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Luminus Energy Partners Master Fund, Ltd.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
WC
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,855,314(1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,855,314(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,314(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5%(2)
|
|
14
|
TYPE OF REPORTING PERSON
OO
|
(1)
|
The number of shares reported above includes (i) 182,478 shares of Common Stock (as defined below) issuable upon the exercise of the Series A Warrants owned directly by Master Fund (as defined below), (ii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund, (iii) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund, and (iv) 6,151,448 shares of Common Stock owned directly by Master Fund. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2)
|
Percentage based on (i) 16,204,282 outstanding shares of Common Stock as of October 8, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2019, plus (ii) 182,478 shares of Common Stock issuable upon the exercise of the Series A Warrants owned directly by Master Fund, (iii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund and (iv) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund.
|
CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 4 of 8
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan Barrett
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
|
4
|
SOURCE OF FUNDS
AF
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
6,855,314(1)
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
6,855,314(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,314(1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐ |
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.5%(2)
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
(1)
|
The number of shares reported above includes (i) 182,478 shares of Common Stock (as defined below) issuable upon the exercise of the Series A Warrants owned directly by Master Fund (as defined below), (ii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund, (iii) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund, and (iv) 6,151,448 shares of Common Stock owned directly by Master Fund. Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by any Reporting Person hereto that it is the beneficial owner of any Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is hereby expressly disclaimed.
|
(2)
|
Percentage based on (i) 16,204,282 outstanding shares of Common Stock as of October 8, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2019, plus (ii) 182,478 shares of Common Stock issuable upon the exercise of the Series A Warrants owned directly by Master Fund, (iii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund and (iv) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund.
|
CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 5 of 8
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Item 1.
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Security and Issuer
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 4.
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Purpose of Transaction
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CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 6 of 8
|
Item 5.
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Interest in Securities of the Issuer
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(a)
|
The information set forth in rows 11 and 13 of the cover pages to this Schedule 13D is incorporated by reference. The percentage set forth in row 13 is based on (i) 16,204,282 outstanding shares of Common Stock as of October 8, 2019, as reported by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2019 plus (ii) 182,478 shares of Common Stock issuable upon the exercise of the Series A Warrants owned directly by Master Fund, (iii) 228,107 shares of Common Stock issuable upon the exercise of the Series B Warrants owned directly by Master Fund and (iv) 293,281 shares of Common Stock issuable upon the exercise of the Series C Warrants owned directly by Master Fund.
|
(b)
|
The information set forth in rows 7 through 10 of the cover pages to this Schedule 13D is incorporated by reference.
|
(c)
|
Except as set forth herein, no transactions in the Common Stock were effected during the past sixty days by any Reporting Person.
|
(d)
|
No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to this Schedule 13D.
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(e)
|
Not applicable.
|
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 7 of 8
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Item 7.
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Material to be Filed as Exhibits
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Exhibit 1
|
|
Exhibit 2
|
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Exhibit 3
|
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Exhibit 4
|
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Exhibit 5
|
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Exhibit 6
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CUSIP No. 40537Q803
|
SCHEDULE 13D |
Page 8 of 8
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LUMINUS MANAGEMENT, LLC
|
|||
By:
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/s/ Jonathan Barrett
|
||
Name: Jonathan Barrett
|
|||
Title: President
|
|||
LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
|
|||
By:
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/s/ Jonathan Barrett
|
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Name: Jonathan Barrett
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|||
Title: Director
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/s/ Jonathan Barrett
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JONATHAN BARRETT
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LUMINUS MANAGEMENT, LLC
|
|||
By:
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/s/ Jonathan Barrett
|
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Name: Jonathan Barrett
|
|||
Title: President
|
|||
LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
|
|||
By:
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/s/ Jonathan Barrett
|
||
Name: Jonathan Barrett
|
|||
Title: Director
|
|
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/s/ Jonathan Barrett
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JONATHAN BARRETT
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