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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HARVEST NATURAL RESOURCES, INC. [ HNR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/15/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series C Preferred Stock | 09/15/2015 | J(1) | 69.75 | D | $1 | 0 | I | by CT Energy Holding SRL(2) | ||
Common Stock | 09/15/2015 | C(1) | 8,667,597 | A | $0.82 | 8,667,597 | I | by CT Energy Holding SRL(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
9% Convertible Note due 2020 | $0.82 | 09/15/2015 | C(1) | $7,107,429 | 06/19/2015 | 06/19/2020 | Common Stock | 8,667,597 | $0.82 | 0 | I | by CT Energy Holding SRL(2) | |||
Warrant | $1.25 | (3) | (3) | Common Stock | 34,070,820 | 34,070,820 | I | by CT Energy Holding SRL(2) | |||||||
Phantom Stock | (4) | (5) | (5) | Common Stock | 53,334 | 53,334 | D |
Explanation of Responses: |
1. On September 15, 2015, CT Energy Holding SRL ("CT Energy") elected to fully convert the aggregate principal and unpaid interest of a 9.0% convertible senior secured note of the Issuer due 2020 (the "Convertible Note"). The Convertible Note was converted into 8,667,597 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), at a conversion price of $0.82 per share. In connection with the conversion of the Convertible Note, the Issuer redeemed 69.75 shares of the Issuer's Series C Preferred Stock at a redemption price of $1.00 per share. The Series C Preferred Stock had provided CT Energy 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. Mr. D'Agostino disclaims beneficial ownership of the Issuer's securities held by CT Energy except to the extent of his pecuniary interest therein. CT Energy purchased from the Issuer the Convertible Note, 69.75 shares of the Issuer's Series C Preferred Stock, the Warrant (defined below) and a non-convertible senior secured note in a transaction that closed on June 19, 2015. |
3. The warrant (the "Warrant") is exercisable for 34,070,820 shares of the Issuer's common stock at an initial exercise price of $1.25 per share, which is subject to anti-dilution adjustments. 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 as reported on the New York Stock Exchange equals or exceeds $2.50 per share over any 30-day period. |
4. Each share of phantom stock is the economic equivalent of one share of HNR common stock. |
5. The phantom stock was granted on September 9, 2015. Each share 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 | 09/17/2015 | |
** 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. |