0001040463-15-000004.txt : 20150716 0001040463-15-000004.hdr.sgml : 20150716 20150716091706 ACCESSION NUMBER: 0001040463-15-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150716 GROUP MEMBERS: CUERNO LARGO PARTNERS, LP GROUP MEMBERS: CUERNO LARGO, LLC GROUP MEMBERS: GOFF CAPITAL, INC. GROUP MEMBERS: GOFF FAMILY FOUNDATION GROUP MEMBERS: GOFF FAMILY INVESTMENTS, LP GROUP MEMBERS: JOHN C. GOFF 2010 FAMILY TRUST GROUP MEMBERS: KULIK GP, LLC GROUP MEMBERS: KULIK PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Resolute Energy Corp CENTRAL INDEX KEY: 0001469510 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85025 FILM NUMBER: 15990634 BUSINESS ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303-573-4886 MAIL ADDRESS: STREET 1: 1700 LINCOLN ST. STREET 2: SUITE 2800 CITY: DENVER STATE: CO ZIP: 80203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOFF JOHN C CENTRAL INDEX KEY: 0001040463 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 500 COMMERCE STREET CITY: FORTH WORTH STATE: TX ZIP: 76102 SC 13D/A 1 goff13damd1.htm SCHEDULE 13D/A NO. 1 SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13D/A
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Resolute Energy Corporation
(Name of Issuer)

Common Stock, 0.0001 par value
(Title of Class of Securities)

76116A108
(CUSIP Number)

Jennifer Terrell
Chief Financial Officer
Goff Capital, Inc.
500 Commerce Street, Ste 700
Fort Worth, Texas 76102
(817).509.3958
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a Copy to:
George Lee
Gardere Wynne Sewell, LLP
3000 Thanksgiving Tower
1601 Elm Street
Dallas, Texas 75201

July 14, 2015
(Date of Event Which Requires Filing of This Statement)

	If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the 
subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box
( ).

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule,
including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP 76116A108 13D Page 2 of 19 Pages

1
NAME OF REPORTING PERSONS
	John C. Goff 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	PF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	5,332,653
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	5,332,653
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,332,653
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.9%
14
TYPE OF REPORTING PERSON
	IN

 




CUSIP 76116A108 13D Page 3 of 19 Pages

1
NAME OF REPORTING PERSONS
	The John C. Goff 2010 Family Trust 27-6940537
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	2,042,413
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	2,042,413
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,042,413
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%
14
TYPE OF REPORTING PERSON
	OO

 




CUSIP 76116A108 13D Page 4 of 19 Pages

1
NAME OF REPORTING PERSONS
	Goff Family Investments, LP 75-2662546
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	350,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	350,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	350,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%
14
TYPE OF REPORTING PERSON
	PN

 




CUSIP 76116A108 13D Page 5 of 19 Pages

1
NAME OF REPORTING PERSONS
	Kulik Partners , LP 26-1505767
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	WC 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	TEXAS 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	300,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	300,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14
TYPE OF REPORTING PERSON
	PN 

 




CUSIP 76116A108 13D Page 6 of 19 Pages

1
NAME OF REPORTING PERSONS
	Cuerno Largo Partners, LP 27-2625185
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	WC 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	TEXAS
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	300,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	300,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14
TYPE OF REPORTING PERSON
	PN 

 




CUSIP 76116A108 13D Page 7 of 19 Pages

1
NAME OF REPORTING PERSONS
	The Goff Family Foundation 26-0562600
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	TEXAS 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
             7
SOLE VOTING POWER
	74,000
8
SHARED VOTING POWER
	--0--
9
SOLE DISPOSITIVE POWER
	74,000
10
SHARED DISPOSITIVE POWER
	--0--
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	74,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.1%
14
TYPE OF REPORTING PERSON
	CO

 




CUSIP 76116A108 13D Page 8 of 19 Pages

1
NAME OF REPORTING PERSONS
	Cuerno Largo, LLC 27-2588730
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	300,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	300,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14
TYPE OF REPORTING PERSON
	CO



CUSIP 76116A108 13D Page 9 of 19 Pages

1
NAME OF REPORTING PERSONS
	Kulik GP, LLC 26-1505712
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	300,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	300,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	300,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.4%
14
TYPE OF REPORTING PERSON
	CO



CUSIP 76116A108 13D Page 10 of 19 Pages

1
NAME OF REPORTING PERSONS
	Goff Capital, Inc. 75-2662553
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) ( )
(b) ( )
3
SEC USE ONLY
	
4
SOURCE OF FUNDS
	AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
	( )
6
CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
	350,000
8
SHARED VOTING POWER
	-0-
9
SOLE DISPOSITIVE POWER
	350,000
10
SHARED DISPOSITIVE POWER
	-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	350,000
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	( )
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.5%
14
TYPE OF REPORTING PERSON
	CO



CUSIP 76116A108 13D Page 11 of 19 Pages


The following constitutes Amendment No. 1 ("Amendment No. 1") to the Schedule 13D (the "Schedule 13D") filed by the undersigned relating to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Resolute Energy Corporation (the "Issuer"), a Delaware corporation. The address of the issuer's office is 1700 Lincoln St., Denver, CO 80203. This Amendement No. 1 amends the Schedule 13D as specifically set forth herein.



CUSIP 76116A108 13D Page 12 of 19 Pages

Item 3.        Source and Amount of Funds or Other Consideration.
Section 3 is hereby amended in its entirety as follows:

The Shares purchased by each of Goff Family Trust, Family investments, Kulik Partners, Cuerno Partners and Goff Foundation were purchased with working capital in open market purchases. The aggregate purchase price of the 2,042,413 Shares beneficially owned by Goff Family Trust is approximately $2,408,272, including brokerage commissions. The aggregate purchase price of the 350,000 Shares beneficially owned by Family Investments is approximately $419,244, including brokerage commissions. The aggregate purchase price of the 300,000 Shares beneficially owned by Kulik Partners is approximately $351,162, including brokerage commissions. The aggregate purchase price of the 300,000 Shares beneficially owned by Cuerno partners is approximately $340,705, including brokerage commissions. The aggregate purchase price of the 74,000 Shares beneficially owned by Goff Foundation is approximately $90,075, including brokerage commissions.

The Shares purchased by John C. Goff, individually, were purchased with personal funds in open market purchases. The aggregate purchase price of the 2,266,240 Shares beneficially owned by John C. Goff is approximately $2,733,167, including brokerage commissions.



CUSIP 76116A108 13D Page 13 of 19 Pages

Item 5.        Interest in Securities of the Issuer.
Section 5 is hereby amended in its entirety as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 77,398,070 Shares outstanding, as of April 30, 2015, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2015.

A. Goff Family Trust
  1. As of close of business on July 15, 2015, Goff Family Trust beneficially owned 2,042,413 Shares.
    Percentage: Approximately 2.6%

  2. Powers
    1. Sole power to vote or direct vote: 2,042,413
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 2,042,413
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by Goff Family Trust since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.


B. Family Investments
  1. As of close of business on July 15, 2015, Family Investments beneficially owned 350,000 Shares.
    Percentage: Approximately 0.5%

  2. Powers
    1. Sole power to vote or direct vote: 350,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 350,000
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by Family Investments since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.

C. Goff Capital
  1. As of close of business on July 15, 2015, Goff Capital, as General Partner of Family Investments, may be deemed to beneficially own 350,000 Shares.
    Percentage: Approximately 0.5%

  2. Powers
    1. Sole power to vote or direct vote: 350,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 350,000
    4. Shared power to dispose or direct the disposition: 0


  3. Goff Capital has not entered into any transactions in the Shares since the initial Schedule 13D filing. The transactions in the Shares by Family Investments since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.

D. Kulik Partners
  1. As of close of business on July 15, 2015, Kulik Partners beneficially owned 300,000 Shares.
    Percentage: Approximately 0.4%

  2. Powers
    1. Sole power to vote or direct vote: 300,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 300,000
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by Kulik Partners since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.



CUSIP 76116A108 13D Page 14 of 19 Pages

E. Kulik GP
  1. As of close of business on July 15, 2015, Kulik GP, as general partner of Kulik Partners, may be deemed to beneficially own 300,000 Shares owned by Kulik Partners.
    Percentage: Approximately 0.4%

  2. Powers
    1. Sole power to vote or direct vote: 300,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 300,000
    4. Shared power to dispose or direct the disposition: 0


  3. Kulik GP has not entered into any transactions in the Shares since the initial Schedule 13D filing. The transactions in the Shares by Kulik Partners since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.


F. Cuerno Partners
  1. As of close of business on July 15, 2015, Cuerno Partners beneficially owned 300,000 Shares.
    Percentage: Approximately 0.4%

  2. Powers
    1. Sole power to vote or direct vote: 300,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 300,000
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by Cuerno Partners since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.


G. Cuerno GP
  1. As of close of business on July 15, 2015, Cuerno GP, as general partner of Cuerno Partners, may be deemed to beneficially own 300,000 Shares owned by Cuerno Partners.
    Percentage: Approximately 0.4%

  2. Powers
    1. Sole power to vote or direct vote: 300,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 300,000
    4. Shared power to dispose or direct the disposition: 0


  3. Cuerno GP has not entered into any transactions in the Shares since the initial Schedule 13D filing. The transactions in the Shares by Cuerno Partners since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.




CUSIP 76116A108 13D Page 15 of 19 Pages

H. Goff Foundation
  1. As of close of business on July 15, 2015, Goff Foundation beneficially owned 74,000 Shares.
    Percentage: Approximately 0.1%

  2. Powers
    1. Sole power to vote or direct vote: 74,000
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 74,000
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by Goff Foundation since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.


I. John C. Goff
  1. As of close of business on July 15, 2015, as trustee of Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of Goff Foundation, as president of Goff Capital, and with respect to the Shares directly and beneficially owned by him; John C. Goff may be deemed the beneficial owner of the (1) 2,042,413 Shares owned by Goff Family Trust, (2) 350,000 Shares owned by  Family Investments, (3) 300,000 Shares owned by Kulik Partners, (4) 300,000 Shares owned by Cuerno Partners, (5) 74,000 Shares owned by Goff Foundation and (6) 2,266,240 Shares owned by him individually.
    Percentage: Approximately 6.9%

  2. Powers
    1. Sole power to vote or direct vote: 5,332,653
    2. Shared power to dispose or direct the disposition: 0
    3. Sole power to dispose or direct the disposition: 5,332,653
    4. Shared power to dispose or direct the disposition: 0


  3. The transactions in the Shares by John C. Goff since the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference. The transactions in the Shares by Goff Family Trust, Family Investments, Kulik Partners, Cuerno Partners, and Goff Foundation dsince the initial Schedule 13D filing are set forth in Schedule A and are incorporated herein by reference.



As general partner of the Kulik Partners, Kulik GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Kulik Partners Shares. Kulik GP disclaims beneficial ownership of the Kulik Partners Shares, except to the extent of its pecuniary interest therein.


As general partner of the Cuerno Partners, Cuerno GP may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of the Cuerno Partner Shares. Cuerno GP disclaims beneficial ownership of the Cuerno Partner Shares, except to the extent of its pecuniary interest therein.


As general partner of Family Investments, Goff Capital may be deemed to have the shared power to vote or direct the vote of and the shared power to dispose or direct the disposition of Family Investments Shares. Goff Capital disclaims beneficial ownership of Family Investments Shares, except to the extent of its pecuniary interest therein.


As trustee of Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of Goff Foundation and as president of Goff Capital; John C. Goff may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Goff Family Trust Shares, the Kulik Partner Shares, the Cuerno Partner Shares, the Goff Foundation Shares and the Family Investments Shares. Mr. Goff disclaims beneficial ownership of those Shares, except to the extent of its pecuniary interest therein.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.




CUSIP 76116A108 13D Page 16 of 19 Pages


SIGNATURES


After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: July 15, 2015


John C. Goff

By: /s/ John C. Goff

Kulik Partners, LP
  By: its General Partner, Kulik GP, LLC

By: /s/ John C. Goff
     John C. Goff, Member

 

The John C. Goff 2010 Family Trust

By: /s/ John C. Goff
     John C. Goff, Trustee

Cuerno Largo Partners, LP
  By: its General Partner, Cuerno Largo LLC

By: /s/ John C. Goff
     John C. Goff, Member

 

Kulik GP, LLC

By: /s/ John C. Goff
     John C. Goff, Member

The Goff Family Foundation

By: /s/ John C. Goff
     John C. Goff, Member
     Sole Board Member

 

Cuerno Largo, LLC

By: /s/ John C. Goff
     John C. Goff, Member

Goff Family Investments, LP
  By: its General Partner, Goff Capital, Inc.

By: /s/ John C. Goff
     John C. Goff, President

 

Goff Capital, Inc.

By: /s/ John C. Goff
     John C. Goff, President




CUSIP 76116A108 13D Page 17 of 19 Pages

Schedule A
John C. Goff
Date of Purchase # of shares Price per share
7/15/2015 90,000 $0.7532
7/10/2015 96,000 $0.7887
7/6/2015 150,000 $0.7841

TOTAL: 336,000 $0.7771



CUSIP 76116A108 13D Page 18 of 19 Pages


The John C. Goff 2010 Family Trust
Date of Purchase # of shares Price per share
7/14/2015 125,000 $0.7894
7/10/2015 53,939 $0.7887
7/9/2015 40,100 $0.8193
7/8/2015 100,000 $0.8152
7/7/2015 100,000 $0.8254

TOTAL: 419,039 $0.8069



Goff Family Investments, LP
Date of Purchase # of shares Price per share
7/9/2015 46,400 $0.8193

TOTAL: 46,400 $0.8193



CUSIP 76116A108 13D Page 19 of 19 Pages


Kulik Partners, LP
Date of Purchase # of shares Price per share
7/9/2015 31,000 $0.8194

TOTAL: 31,000 $0.8194




Cuerno Largo Partners, LP
Date of Purchase # of shares Price per share
7/9/2015 52,500 $0.8193

TOTAL: 52,500 $0.8193



The Goff Family Foundation
Date of Purchase # of shares Price per share
7/10/2015 10,000 $0.7894

TOTAL: 10,000 $0.7894