0001181431-14-005749.txt : 20140207 0001181431-14-005749.hdr.sgml : 20140207 20140207151335 ACCESSION NUMBER: 0001181431-14-005749 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HALCON RESOURCES CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 200700684 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-538-0300 MAIL ADDRESS: STREET 1: 1000 LOUISIANA STREET, SUITE 6700 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RAM ENERGY RESOURCES INC DATE OF NAME CHANGE: 20060518 FORMER COMPANY: FORMER CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP DATE OF NAME CHANGE: 20040304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CPP Investment Board PMI-2 Inc. CENTRAL INDEX KEY: 0001563369 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 14584011 BUSINESS ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: SUITE 2500 CITY: TORONTO STATE: A6 ZIP: M5C 2W5 BUSINESS PHONE: 1-416-868-4075 MAIL ADDRESS: STREET 1: P. O. BOX 101 CITY: TORONTO STATE: A6 ZIP: M5C 2W5 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CANADA PENSION PLAN INVESTMENT BOARD CENTRAL INDEX KEY: 0001283718 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35467 FILM NUMBER: 14584012 MAIL ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2700 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 5 1 rrd401823.xml FORM 5 X0306 5 2013-12-31 0 0 0 0001282648 HALCON RESOURCES CORP HK 0001283718 CANADA PENSION PLAN INVESTMENT BOARD ONE QUEEN STREET EAST, SUITE 2500 TORONTO A6 M5C 2W5 ONTARIO, CANADA 0 0 1 0 0001563369 CPP Investment Board PMI-2 Inc. ONE QUEEN STREET EAST, SUITE 2500 TORONTO A6 M5C 2W5 ONTARIO, CANADA 0 0 1 0 Common Stock 2013-09-01 5 J 0 99110 0 A 5313663 D Common Stock 2013-12-02 5 J 0 137957 0 A 5451620 D Common Stock 43885366 I See Footnote Series A Convertible Preferred Stock Common Stock 6497724 40000 D On September 1, 2013, the Issuer paid a quarterly dividend on its 5.75% Series A Cumulative Perpetual Convertible Preferred Stock ("Convertible Preferred Stock") to holders of record on August 15, 2013. The dividend was paid in shares of common stock having a fair market value (as determined under the certificate of designation governing the Convertible Preferred Stock) equal to the aggregate dividend amount. Canada Pension Plan Investment Board ("CPPIB") received 99,110 shares of common stock pursuant to this dividend payment. On December 2, 2013, the Issuer paid a quarterly dividend on its Convertible Preferred Stock to holders of record on November 15, 2013. The dividend was paid in shares of common stock having a fair market value (as determined under the certificate of designation governing the Convertible Preferred Stock) equal to the aggregate dividend amount. CPPIB received 137,957 shares of common stock pursuant to this dividend payment. On December 17, 2012, CPPIB filed a joint Form 3 regarding these shares with CPP Investment Board PMI-2 Inc. ("CPPIB PMI-2"). CPPIB PMI-2 directly owns these shares of common stock of the Issuer. CPPIB PMI-2 is a wholly owned subsidiary of CPPIB, thus CPPIB is an indirect beneficial owner of the securities. The Convertible Preferred Stock is convertible into common stock at any time at an initial rate of 162.4431 shares of common stock per share of Convertible Preferred Stock (which is equivalent to an initial conversion price of approximately $6.16 per share of Issuer common stock), subject to customary anti-dilution adjustments. The Convertible Preferred Stock has no expiration date. Exhibit List: Exhibit 24.1 - Power of Attorney (Canada Pension Plan Investment Board) (attached as Exhibit 24.2 to CPPIB's Form 3 (File No. 001-35467), filed with the Securities and Exchange Commission on December 17, 2012) Exhibit 24.2 - Power of Attorney (CPP Investment Board PMI-2 Inc.) (attached as Exhibit 24.1 to CPPIB's Form 3 (File No. 001-35467), filed with the Securities and Exchange Commission on December 17, 2012) /s/ Benjamin Barron, Canada Pension Plan Investment Board, by Benjamin Barron, as Attorney-in-Fact 2014-02-07 /s/ Benjamin Barron, CPP Investment Board PMI-2 Inc., by Benjamin Barron, as Attorney-in-Fact 2014-02-07