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^*

Natural Gas Partners VII, L.P.

(Last)

(First)

(Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING

75039

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

4. 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 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, par value $0.0001 per share	09/30/2013		S⁽¹⁾		48,000⁽²⁾	D	$8.32⁽³⁾	1,920,078⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	09/30/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$8.32⁽³⁾	88,850⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/01/2013		S⁽¹⁾		48,000⁽²⁾	D	$8.43⁽⁶⁾	1,872,078⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/01/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$8.43⁽⁶⁾	86,850⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/02/2013		S⁽¹⁾		48,000⁽²⁾	D	$8.68⁽⁷⁾	1,824,078⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/02/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$8.68⁽⁷⁾	84,850⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/03/2013		S⁽¹⁾		48,000⁽²⁾	D	$9⁽⁸⁾	1,776,078⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/03/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9⁽⁸⁾	82,850⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/04/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.52⁽⁹⁾	1,728,078⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/04/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.52⁽⁹⁾	80,850⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/07/2013		S⁽¹⁾		47,820⁽²⁾	D	$9.46⁽¹⁰⁾	1,680,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/07/2013		S⁽¹⁾		1,992⁽⁵⁾	D	$9.46⁽¹⁰⁾	78,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/08/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.3⁽¹¹⁾	1,632,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/08/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.3⁽¹¹⁾	76,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/09/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.07⁽¹²⁾	1,584,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/09/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.07⁽¹²⁾	74,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/10/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.34⁽¹³⁾	1,536,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/10/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.34⁽¹³⁾	72,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/11/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.78⁽¹⁴⁾	1,488,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/11/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.78⁽¹⁴⁾	70,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.0001 per share	10/14/2013		S⁽¹⁾		48,000⁽²⁾	D	$9.94⁽¹⁵⁾	1,440,258⁽²⁾	D⁽²⁾⁽⁴⁾
Common Stock, par value $0.0001 per share	10/14/2013		S⁽¹⁾		2,000⁽⁵⁾	D	$9.94⁽¹⁵⁾	68,858⁽⁵⁾	I	See Footnotes⁽⁴⁾⁽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)

1. Name and Address of Reporting Person^*

Natural Gas Partners VII, L.P.

(Last)

(First)

(Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING

75039

(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^*

HERSH KENNETH A

(Last)

(First)

(Middle)

5221 N. O'CONNOR BLVD., SUITE 1100

(Street)

IRVING

75039

(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 transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan and the reporting person did not select the date of execution.

2. These securities are held directly by Natural Gas Partners VII, L.P. ("NGP VII"). Kenneth A. Hersh ("Mr. Hersh") is an authorized member of GFW VII, L.L.C. ("GFW LLC"), which is the sole general partner of G.F.W. Energy VII, L.P. ("GFW Energy"), which is the sole general partner of NGP VII, and may be deemed an indirect beneficial owner of the securities currently owned by NGP VII.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.23 to $8.42, inclusive. Each reporting person undertakes to provide to Resolute Energy Corporation (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (6) through (15) to this Form 4.

4. Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.

5. These securities are held directly by NGP-VII Income Co-Investment Opportunities, L.P. ("Co-Invest"). Mr. Hersh is an authorized member of GFW, LLC, which is the sole general partner of GFW Energy, which is the sole general partner of NGP VII, which owns 100% of NGP Income Management, L.L.C., which is the sole general partner of Co-Invest, and may be deemed an indirect beneficial owner of the securities currently owned by Co-Invest.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.37 to $8.49, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.34 to $8.91, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.68 to $9.45, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.33 to $9.69, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.35 to $9.65, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.18 to $9.56, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.95 to $9.27, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.09 to $9.50, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.41 to $9.98, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.73 to $10.14, inclusive.

Remarks:

Exhibit List Exhibit 99 - Joint Filer Information

	Natural Gas Partners VII, L.P., by G.F.W. Energy VII, L.P., its general partner, by GFW VII, L.L.C., its general partner, by /s/ Kenneth A. Hersh, authorized member	10/16/2013
	** 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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