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*
HALRES LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 6700

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HALCON RESOURCES CORP [ HK ]
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)
03/31/2012
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)
Code V Amount (A) or (D) Price
Common Stock 09/17/2012 J (1) 73,333,332 (2) D $0 2 D (3) (4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Promissory Note $4.5 (5) 03/31/2012 J (6) $3,238,888.89 02/08/2014 02/08/2017 Common Stock 719,753.09 (6) $278,238,888.89 D (3) (4)
8% Convertible Promissory Note $4.5 (5) 06/30/2012 J (7) $5,626,608.65 02/08/2014 02/08/2017 Common Stock 1,250,357.48 (7) $283,865,497.54 D (3) (4)
1. Name and Address of Reporting Person*
HALRES LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 6700

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PETERSEN GARY R

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PHILLIPS D MARTIN

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ZORICH ROBERT L

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. Pro rata distribution by HALRES LLC ("HALRES") to its members for no consideration.
2. On February 10, 2012, the issuer effected a 3-for-1 reverse split of its common stock, resulting in HALRES' ownership of 146,666,666 fewer shares of common stock.
3. These securities are owned directly by HALRES. EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of HALRES. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed the beneficial owners of the securities held by HALRES by virtue of being a members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, LLC ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities.
4. This report is filed in connection with the Form 4 filed today by Mr. Miller, a director of the issuer.
5. On February 10, 2012, the issuer effected a 3-for-1 reverse split of its common stock, resulting in the conversion price of the 8% Convertible Promissory Note ("Note") increasing from $1.50 per share to $4.50 per share.
6. Since February 8, 2012, HALRES has held the Note. Interest on the Note is payable on a quarterly basis and, at the election of the issuer, interest may be payable in kind by increasing the principal amount of the Note. This Form 4 is being filed to report the increase in the principal amount of the Note by an amount equal to the amount of interest paid-in-kind on March 31, 2012.
7. This Form 4 is being filed to report the increase in the principal amount of the Note by an amount equal to the amount of interest paid-in-kind on June 30, 2012.
Floyd C. Wilson, President and CEO of HALRES LLC 09/19/2012
Robert L. Zorich 09/19/2012
Gary R. Petersen 09/19/2012
D. Martin Phillips 09/19/2012
** 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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