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

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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^*

PHILLIPS D MARTIN

(Last)

(First)

(Middle)

1100 LOUISIANA

SUITE 3150

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PETROHAWK ENERGY CORP [ HAWK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2005

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)
Common Stock	08/31/2005		X		1,635,241⁽¹⁾	A	$11.7⁽²⁾	3,320,993	I	by EnCap Energy Capital Fund IV L.P. and EnCap IV-B Acquisitions L.P.⁽³⁾
Common Stock	09/16/2005		S		3,000,000⁽⁴⁾	D	$12.68	3,320,993	I	by EnCap Energy Capital Fund IV L.P. and EnCap IV-B Acquisitions L.P.⁽³⁾

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)
Warrants	$1.65	08/31/2005		X			2,277,658⁽⁵⁾	05/25/2004	05/25/2009	Common Stock	2,277,658	⁽⁶⁾	0	I	by EnCap Energy Capital Fund IV L.P. and EnCap IV-B Acquisitions L.P.

Explanation of Responses:

1. Represents 1,114,580 shares of Common Stock acquired by EnCap Energy Capital Fund IV, L.P. and 520,661 shares of Common Stock acquired by EnCap IV-B Acquisitions, L.P. through a cashless exercise of warrants to purchase 2,277,658 shares, upon which 1,635,241 shares were issued.

2. Represents the closing price of the shares of Common Stock on the date of exercise of such warrants.

3. Since the reporting person's last report, shares previously owned by PHAWK, LLC were distributed by PHAWK, LLC to its members, including EnCap Energy Capital Fund IV, L.P. and EnCap IV-B Acquisitions, L.P. 2,273,836 of the shares being reported herein as being indirectly owned by the reporting person are owned by EnCap Energy Capital Fund IV, L.P. and 1,047,157 of the shares being reported herein as being indirectly owned by the reporting person are owned by EnCap IV-B Acquisitions, L.P. The reporting person disclaims any beneficial ownership of the securities owned by EnCap Energy Capital Fund IV, L.P. or EnCap IV-B Acquisitions, L.P. in excess of its pecuniary interest in such securities.

4. Represents 2,044,059 shares of Common Stock sold by EnCap Energy Capital Fund IV, L.P. and 955,941 shares of Common Stock sold by EnCap IV-B Acquisitions, L.P.

5. Represents warrants to purchase 1,552,452 shares of Common Stock exercisable by EnCap Energy Capital Fund IV, L.P. and warrants to purchase 725,206 shares of Common Stock exercisable by EnCap IV-B Acquisitions, L.P.

6. The transaction being reported is a cashless exercise of warrants to purchase 2,277,658 shares of Common Stock, upon which 1,635,241 shares were issued.

Remarks:

	/s/ D. Martin Phillips	09/20/2005
	** 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).
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