SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D'Agostino Francisco

(Last)

(First)

(Middle)

1177 ENCLAVE PARKWAY

SUITE 300

(Street)

HOUSTON

77077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVEST NATURAL RESOURCES, INC. [ HNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock								69.75	I	by CT Energy Holding SRL⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
9% Convertible Note due 2020	⁽³⁾							06/19/2015	06/19/2020	Common Stock, $.01 par value per share	8,506,097		8,506,097	I	by CT Energy Holding SRL⁽²⁾⁽³⁾
Warrant	⁽³⁾							⁽³⁾	⁽³⁾	Common Stock, $.01 par value per share	34,070,820		34,070,820	I	by CT Energy Holding SRL⁽²⁾⁽³⁾
Phantom Stock	⁽⁴⁾	09/09/2015		A		53,334		⁽⁵⁾	⁽⁵⁾	Common Stock, $.01 par value per share	53,334	⁽⁴⁾	53,334	D

Explanation of Responses:

1. On June 19, 2015, CT Energy Holding SRL (the "Investor") purchased from the Issuer, among other securities, a 9.0% convertible senior secured note of the Issuer due 2020 in the aggregate principal amount of $6.975 million (the "Convertible Note") that is immediately exercisable into 8,506,097 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") and 69.75 shares of the Issuer's Series C Preferred Stock, which provide the Investor with voting rights equivalent to the Common Stock underlying the unconverted portion of the Convertible Note.

2. Mr. D'Agostino is one of the controlling persons of CT Energy SRL and of CTVEN Investments SRL, which is a member of CT Energy Holding SRL. Mr. D'Agostino disclaims beneficial ownership of the Issuer's securities held by the Investor except to the extent of his pecuniary interest therein.

3. The Investor acquired the Convertible Note and the Warrant (defined below) as part of a larger transaction in which the Issuer issued and sold to the Investor: a five-year, 15.0% non-convertible senior secured note in the aggregate principal amount of $25.225 million; the Convertible Note; the Series C Preferred Stock; an additional draw 15% non-convertible senior secured note, under which the Investor may elect to provide up to $12 million of additional funds to the Issuer; and a warrant (the "Warrant") exercisable for 34,070,820 shares of the Issuer's common stock at $1.25 per share. The Warrant expires on June 19, 2018 (unless exercised sooner) and may not be exercised until the volume weighted average price of the Issuer's common stock over any 30-day period equals or exceeds $2.50 per share.

4. Each share of phantom stock is the economic equivalent of one share of HNR common stock.

5. Phantom Stock granted vests on the first anniversary of the grant and will be exercisable in full on September 9, 2016.

Remarks:

	Keith L. Head, Attorney-in-Fact	09/11/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.