0001209191-14-037124.txt : 20140527
0001209191-14-037124.hdr.sgml : 20140526
20140527171005
ACCESSION NUMBER: 0001209191-14-037124
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140522
FILED AS OF DATE: 20140527
DATE AS OF CHANGE: 20140527
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 14870580
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35467
FILM NUMBER: 14870581
MAIL ADDRESS:
STREET 1: ONE QUEEN STREET EAST
STREET 2: STE 2700
CITY: TORONTO ONTARIO
STATE: A6
ZIP: 0000
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2014-05-22
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
2014-05-22
4
A
0
28300
0.00
A
5641530
D
Common Stock
43885366
I
See Footnote
Series A Convertible Preferred Stock
Common Stock
6497724
40000
D
Canada Pension Plan Investment Board ("CPPIB") is the employer of Kevin Godwin, a non-employee director of the Issuer. The Issuer and Mr. Godwin have agreed that any options or other rights to acquire securities that would otherwise be paid or given to Mr. Godwin by the Issuer as a result of his service as a director of the Issuer shall instead be issued to CPPIB as Mr. Godwin's employer. Accordingly, the Issuer issued these restricted shares directly to CPPIB on May 22, 2014. Mr. Godwin has no beneficial ownership of or pecuniary interest in these restricted shares.
On May 3, 2014, 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 February 14, 2014. 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 161,610 shares of common stock pursuant to this dividend payment, which is reflected in the total above.
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
2014-05-27
/s/ Benjamin Barron, CPP Investment Board PMI-2 Inc., by Benjamin Barron, as Attorney-in-Fact
2014-05-27