8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2012

HALCÓN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-35467	20-0700684
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1000 Louisiana St., Suite 6700 Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 538-0300

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2012, Halcón Resources Corporation (the “Company”) filed with the Secretary of State of Delaware a Certificate of Elimination amending the Company’s Amended and Restated Certificate of Incorporation to eliminate the Company’s 8% Automatically Convertible Preferred Stock (“8% Preferred Stock”). As previously disclosed, all outstanding shares of the 8% Preferred Stock automatically converted into shares of the Company’s common stock on April 17, 2012, and no shares of 8% Preferred Stock were issued and outstanding after that date. The Certificate of Elimination was effective upon filing. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Elimination of 8% Automatically Convertible Preferred Stock, dated November 30, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HALCÓN RESOURCES CORPORATION
December 4, 2012	By:	/s/ Mark J. Mize
	Name:	Mark J. Mize
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Elimination of 8% Automatically Convertible Preferred Stock, dated November 30, 2012.

EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

8% AUTOMATICALLY CONVERTIBLE PREFERRED STOCK

OF

HALCÓN RESOURCES CORPORATION

(Pursuant to Section 151 of the

Delaware General Corporation Law)

HALCÓN RESOURCES CORPORATION, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

FIRST: Pursuant to the authority conferred upon the Board of Directors of Halcón Resources Corporation (the “Company”) by the Amended and Restated Certificate of Incorporation of the Company and, pursuant to Section 151 of the DGCL, the Board of Directors designated 4,444.4511 shares of the 8% Automatically Convertible Preferred Stock (the “8% Preferred Stock”) pursuant to a Certificate of Designation, Preferences, Rights and Limitations of 8% Preferred Stock filed with the Secretary of State of the State of Delaware on March 2, 2012 (the “Certificate of Designations”).

SECOND: That at a meeting of the Board of Directors of the Company held on October 18, 2012, the following resolutions were duly adopted by the Board of Directors of the Company:

NOW THEREFORE, BE IT RESOLVED, that none of the authorized shares of 8% Preferred Stock are outstanding and none of the authorized shares of 8% Preferred Stock will be issued pursuant to the Certificate of Designations;

RESOLVED FURTHER, that the Company be, and hereby is, authorized and empowered to file with the Secretary of State of the State of Delaware a Certificate of Elimination containing these resolutions, with the effect under the DGCL of eliminating from the Amended and Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations with respect to the 8% Preferred Stock; and

RESOLVED FURTHER, that the executive officers the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute, deliver and file the Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL for and on behalf of, and as the act and deed of the Company, whereupon all matters set forth in the Certificate of Designations with respect to the 8% Preferred Stock shall be eliminated from the Amended and Restated Certificate of Incorporation of the Company.

THIRD: That all provisions set forth in the Certificate of Designations of 8% Preferred Stock are hereby eliminated.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Elimination to be signed by its Executive Vice President and General Counsel as of the 30th day of November, 2012.

HALCÓN RESOURCES CORPORATION
By:	/s/ David S. Elkouri
Name:	David S. Elkouri
Title:	Executive Vice President and General Counsel

[SIGNATURE PAGE TO CERTIFICATE OF ELIMINATION]