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* ENERGY STRATEGIC ADVISORY SERVICES LLC (Last) (First) (Middle) 200 CRESCENT CT., STE. 1900 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/31/2017	3. Issuer Name and Ticker or Trading Symbol EXCO RESOURCES INC [ XCO ]
		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	18,346,483	D(1)(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
Warrant to purchase shares of Common Stock	03/31/2019(3)(4)	04/30/2019	Common Stock	15,000,000(5)	$2.75	D(1)(2)
Warrant to purchase shares of Common Stock	03/31/2019(3)(4)	03/31/2020	Common Stock	20,000,000(5)	$4	D(1)(2)
Warrant to purchase shares of Common Stock	03/31/2019(3)(4)	03/31/2021	Common Stock	20,000,000(5)	$7	D(1)(2)
Warrant to purchase shares of Common Stock	03/31/2019(3)(4)	03/31/2021	Common Stock	25,000,000(5)	$10	D(1)(2)
Warrant to purchase shares of Common Stock	05/31/2017(6)	05/31/2022	Common Stock	75,268,818(6)	$0.93	D(1)(2)

1. Name and Address of Reporting Person* ENERGY STRATEGIC ADVISORY SERVICES LLC (Last) (First) (Middle) 200 CRESCENT CT., STE. 1900 (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* Bluescape Energy Recapitalization & Restructuring Fund III LP (Last) (First) (Middle) 200 CRESCENT CT., STE. 1900 (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* Bluescape Resources GP Holdings LLC (Last) (First) (Middle) 200 CRESCENT CT., STE. 1900 (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 shares and warrants to purchase shares reported herein are owned directly by ESAS, and Bluescape Energy Recapitalization and Restructuring Fund III LP ("Main Fund"), Bluescape Energy Partners III GP LLC ("Bluescape GP") and Bluescape Resources GP Holdings LLC ("Bluescape GP LLC") are indirect beneficial owners of the reported securities. Main Fund acts as the managing member of ESAS and has the power to direct the affairs of ESAS. Bluescape GP acts as the general partner of Main Fund and has the power to direct the affairs of Main Fund. Bluescape GP LLC acts as the manager of Bluescape GP and has the power to direct the affairs of Bluescape GP.

2. The Main Fund, Bluescape GP and Bluescape GP LLC each state that neither the filing of this statement nor anything herein shall be deemed an admission that it is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these securities. Each of Main Fund, Bluescape GP and Bluescape GP LLC disclaims beneficial ownership of these securities, except to the extent of their pecuniary interest in such securities.

3. The warrants to purchase shares of common stock of EXCO Resources, Inc. ("EXCO") described in Table II and to which this footnote apply (the "Service Warrants") were issued to ESAS on March 31, 2015, pursuant to the Services and Investment Agreement, dated March 31, 2015, by and among EXCO and ESAS, as amended (the "Services Agreement"), as consideration for the services to be provided by ESAS to EXCO pursuant to the Services Agreement. Unless the Services Agreement is terminated, no portion of the Service Warrants will become exercisable prior to the 4th anniversary of the Services Agreement, and then, only in accordance with the vesting schedule for exercisability discussed in footnote (5).

4. Prior to March 31, 2019, (a) if EXCO terminates the Services Agreement for any reason other than an ESAS Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), or ESAS terminates the Services Agreement for an EXCO Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), then 100% of the Service Warrants will fully vest and become exercisable and (b) if ESAS terminates the Services Agreement for any reason other than an EXCO Forfeiture Event, or EXCO terminates the Services Agreement for an ESAS Forfeiture Event, then one hundred percent (100%) of the Service Warrants will be cancelled and forfeited.

5. Unless accelerated or forfeited in connection with the termination of the Services Agreement, the exercisability of the Service Warrants is subject to the price of EXCO's common stock achieving certain performance hurdles as compared to a designated peer group. If the Services Agreement is not terminated before March 31, 2019, and EXCO's performance rank is in the bottom half of the designated peer group, then each Service Warrant shall be forfeited and void. The number of exercisable shares under each Service Warrant increases linearly from 40% of the shares of EXCO's common stock underlying such Service Warrant to 100% of the shares underlying such Service Warrant as EXCO's performance rank increase from the 50th to the 75th percentile, as compared to the designated peer group. If EXCO's performance rank is in the 75th percentile or above, then each Service Warrant will be exercisable for 100% of the shares underlying such Service Warrant.

6. The warrants to purchase shares of common stock of EXCO described in Table II and to which this footnote applies (the "Financing Warrants") were issued to ESAS on March 15, 2017 in connection with ESAS' purchase from EXCO of $70,000,000 principal amount of EXCO's 8.0%/11.0% 1.5 Senior Secured PIK Toggle Notes due 2022 pursuant to that certain Purchase Agreement dated March 15, 2017 by and among EXCO, the subsidiary guarantors named therein and certain purchasers named therein. The Financing Warrants were issued subject to approval by EXCO's shareholders. Shareholder approval of the issuance of the Financing Warrants was received May 31, 2017.

Remarks:

	/s/ Jonathan Siegler, Managing Director and Chief Financial Officer of Energy Strategic Advisory Services LLC	06/12/2017
	/s/ Jonathan Siegler, Managing Director and Chief Financial Officer of Bluescape Energy Recapitalization and Restructuring Fund III LP	06/12/2017
	/s/ Charles John Wilder, Jr., Sole Manager of Bluescape Resources GP Holdings LLC	06/12/2017
	** Signature of Reporting Person	Date
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