SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
HH-HACI, L.P.

(Last) (First) (Middle)
100 CRESCENT COURT, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2009
3. Issuer Name and Ticker or Trading Symbol
Resolute Energy Corp [ REN/REN WS ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share(3) 4,508,000(1) D(2)
Common Stock, par value $0.0001 per share (Earnout Shares)(4) 1,827,700(1) D(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Founders Warrants (right to buy)(5) (5) (5) Common Stock, par value $0.0001 per share 9,016,000(1) $13 D(2)
Sponsor's Warrants (right to buy)(6) (6) (6) Common Stock, par value $0.0001 per share 4,666,667(1) $13 D(2)
1. Name and Address of Reporting Person*
HH-HACI, L.P.

(Last) (First) (Middle)
100 CRESCENT COURT, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HH-HACI GP, LLC

(Last) (First) (Middle)
100 CRESCENT COURT, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HICKS THOMAS O

(Last) (First) (Middle)
100 CRESCENT COURT, SUITE 1200

(Street)
DALLAS TX 75201

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The filing of this Form 3 shall not be construed as an admission that either Thomas O. Hicks (the "Principal"), the sole member of HH-HACI GP, LLC ("HH LLC"), or HH LLC, the general partner of HH-HACI, L.P. ("HH LP"), is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, par value $0.0001 per share (the "Common Stock") or warrants of Resolute Energy Corporation (the "Issuer"), owned by HH LP. Pursuant to Rule 16a-1, each of the Principal and HH LLC disclaims beneficial ownership except to the extent of their respective pecuniary interests.
2. HH LLC controls the voting and disposition of securities held by HH LP, of which HH LLC is the general partner. The Principal reports the securities held indirectly by HH LLC because, as the sole member of HH LLC at the time of purchase, the Principal controls the disposition and voting of the securities. HH LLC has a pecuniary interest in securities held by HH LP because HH LLC holds a general partnership interest in HH LP. The Principal has a pecuniary interest in securities held by HH LP, because the Principal is the sole member of HH LLC, which holds a general partnership interest in HH LP and owns a limited partnership interest in HH LP.
3. HH LP owns 4,508,000 shares of Common Stock, acquired in connection with the acquisition (the "Acquisition") in accordance with that certain Purchase and IPO Reorganization Agreement (the "Purchase Agreement"), dated as of August 2, 2009, as amended on September 9, 2009 by a certain letter agreement (both of which were filed with the Issuer's Form S-4/A on September 14, 2009) by and among Hicks Acquisition Company I, Inc., the Issuer, Resolute Subsidiary Corporation, Resolute Aneth, LLC, Resolute Holdings, LLC, Resolute Holdings Sub, LLC, and HH LP.
4. HH LP owns 1,827,700 shares of Common Stock subject to forfeiture unless at any time prior to five years from the closing of the Acquisition, either (a) the closing sale price of Common Stock exceeds $15.00 per share for 20 trading days in any 30 trading day period beginning 90 days after the closing of the Acquisition, or (b) a change in control event occurs in which Common Stock is valued at greater than $15.00 per share ("Earnout Shares"), acquired in connection with the Acquisition contemplated by the Purchase Agreement.
5. HH LP owns 9,016,000 Founder's Warrants, acquired in connection with the Acquisition. Each Founder's Warrant entitles the holder to purchase one share of Common Stock at a price of $13.00 per share, subject to adjustment, commencing any time after the last sale price of Common Stock exceeds $13.75 for any 20 days within any 30 day trading period beginning 90 days after the closing of the Acquisition and shall end 5 years from the closing of the Acquisition. However, Founder's Warrants will be exercisable only if a registration statement relating to the Common Stock issuable upon exercise of the warrants is effective and current.
6. HH LP owns 4,666,667 Sponsor's Warrants, acquired in connection with the Acquisition. Each Sponsor's Warrant entitles the holder to purchase one share of Common Stock of the Issuer at a price of $13.00 per share, subject to adjustment, commencing any time after the closing of the Acquisition and shall end on the date that is 5 years from the closing of the Acquisition. However, Sponsor's Warrants will be exercisable only if a registration statement relating to the Common Stock issuable upon exercise of the warrants is effective and current.
/s/ Thomas O. Hicks, sole member of HH-HACI GP, LLC, general partner of HH-HACI, L.P. 09/25/2009
/s/ Thomas O. Hicks, sole member of HH-HACI GP, LLC 09/25/2009
/s/ Thomas O. Hicks 09/25/2009
** 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 5 (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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