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^*

GAZULIS THEODORE

(Last)

(First)

(Middle)

1675 BROADWAY, SUITE 1950

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Resolute Energy Corp [ REN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President, CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013

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	11/20/2013		G⁽¹⁾	V	3,000	A	$0.00	3,000⁽²⁾	I	See Foonote⁽²⁾
Common Stock	11/20/2013		G⁽¹⁾	V	5,000	A	$0.00	5,000⁽³⁾	I	See Footnote⁽³⁾
Common Stock	12/30/2013		G	V	4,435	D	$0.00	672,733⁽⁴⁾	D⁽⁵⁾
Common Stock	12/31/2013		F		18,282⁽⁶⁾	D	$9.03	654,451⁽⁴⁾	D⁽⁵⁾
Common Stock	12/31/2013		D		50,000⁽⁷⁾	D	$0.00	604,451⁽⁴⁾	D⁽⁵⁾

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	$13	11/20/2013		G⁽¹⁾	V	12,789		09/25/2009	09/24/2014	Common Stock	12,789	$0	12,789⁽²⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Securities acquired on November 20, 2013 upon death of testator by virtue of Reporting Person's role as Trustee and sole beneficiary of trust and IRA accounts.

2. Includes 3,000 shares and 12,789 warrants held in the George D. Gazulis Revocable Trust dated February 2, 2009, Theodore Gazulis, Trustee.

3. Includes 5,000 shares held in an IRA FBO George Gazulis, Theodore Gazulis, beneficiary.

4. Includes 175,075 shares of restricted stock subject to Time- and Performance- Vesting criteria, which vest in annual installments in accordance with such criteria through March 8, 2016.

5. Includes 303,971 shares held by the Reporting Person in a revocable trust and 43,913 shares held in a custodial account.

6. Represents shares surrendered to Issuer to cover tax withholding obligations of the Reporting Person upon the vesting of 48,647 shares of restricted stock issued pursuant to Issuer's 2009 Performance Incentive Plan, all shares of which vested in accordance with Time-Vesting criteria.

7. Restricted stock subject to Performance-Vesting criteria forfeited pursuant to the terms of the Reporting Person's Restricted Stock Agreement dated May 7, 2010.

	/s/ James M. Piccone, Attorney-in-Fact For Theodore Gazulis	01/03/2014
	** 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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