-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BrXIIOuYMwvV2RmEsvxSKo32AG0bzRnqnwbjqCWqHIcNtZdEZQoNXmcdTWEHPVIm vENBnhjwHDpGUSoDh0i1qA== 0000950138-08-000046.txt : 20080123 0000950138-08-000046.hdr.sgml : 20080123 20080123161936 ACCESSION NUMBER: 0000950138-08-000046 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080123 DATE AS OF CHANGE: 20080123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HKN, Inc. CENTRAL INDEX KEY: 0000313478 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 952841597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-31407 FILM NUMBER: 08544779 BUSINESS ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815044000 MAIL ADDRESS: STREET 1: 580 WESTLAKE PARK BLVD STREET 2: STE 600 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN ENERGY CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HARKEN OIL & GAS INC DATE OF NAME CHANGE: 19890109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAIL WIND FUND LTD CENTRAL INDEX KEY: 0001074435 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: WINDERMERE HOUSE STREET 2: 404 EAST BAY STREET P O BOX SS-5539 CITY: BRITISH VIRGIN ISLES STATE: A1 ZIP: 00000 SC 13G/A 1 jan23_13ga-harken.htm TAIL WIND FUND\2008 FILINGS\JAN 23 13GA-HARKEN ENERGY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

(RULE 13d - 102)

 

Information to be included in statements filed pursuant

to Rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

 

(AMENDMENT NO. 4)*

 

Harken Energy Corporation

(Name of Issuer)

 

Common Stock, $0.01 par value

(Title of Class of Securities)

 

412552309

(CUSIP Number)

 

December 31, 2007

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule

is filed:

 

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

 

*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).

 

(Continued on the Following Pages)

 

(Page 1 of 4)

 

CUSIP No. 412552309

13G

Page 2 of 4 Pages

 

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Tail Wind Fund Ltd.

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

 

(a)

o

 

(b)

o

 

3.

SEC USE ONLY

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

A British Virgin Islands corporation

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

 

5.

SOLE VOTING POWER

 

665,745

 

6.

SHARED VOTING POWER

 

0

 

7.

SOLE DISPOSITIVE POWER

 

665,745

 

8.

SHARED DISPOSITIVE POWER

 

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

665,745

 

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

 

EXCLUDES CERTAIN SHARES*

o

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.4%

 

12.

TYPE OF REPORTING PERSON*

 

CO

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 412552309

13G

Page 3 of 4 Pages

 

This statement is filed pursuant to Rule 13d-2(b) with respect to the common stock (the "Common Stock") of Harken Energy Corporation beneficially owned by the Reporting Person specified herein as of January 22, 2008 and amends and supplements the Schedule 13G filed by the Reporting Person on February 12, 2007 (the "Schedule 13G"). Except as set forth herein, the Schedule 13G is unmodified.

 

ITEM 4.

OWNERSHIP.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

 

(a)

Amount beneficially owned:

 

665,745 shares of Common Stock

 

The Tail Wind Fund Ltd. (“Tail Wind”) beneficially owns a total of 665,745 shares of Common Stock, including (i) 25,815 shares of Common Stock held, (ii) 317,701 shares of Common Stock into which 42,000 shares of Series M Convertible Preferred Stock are convertible, assuming a conversion price of $13.22 and no accrued dividends, which were issued to Tail Wind on or about October 12, 2004, (iii) 142,091 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on May 28, 2004, and (iv) 180,138 shares of Common Stock into which warrants are exercisable which were issued to Tail Wind on or about October 12, 2004.

 

Each of the above calculations is determined as of January 22, 2008.

 

 

(b)

Percent of class:

 

Tail Wind’s aggregate beneficial ownership of 665,745 shares of Common Stock as of January 22, 2008 constitutes 6.4% of all of the outstanding shares of Common Stock, based upon 9,793,799 shares of Common Stock outstanding as of November 1, 2007 plus the number of shares underlying the Warrants and Preferred Shares held by Tail Wind.

 

 

(c)

Number of shares as to which such person has:

 

 

(i)

Sole power to vote or to direct the vote

 

665,745

 

 

(ii)

Shared power to vote or to direct the vote

 

Not applicable.

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

665,745

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

Not applicable.

 

ITEM 10.

CERTIFICATION.

 

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 412552309

13G

Page 4 of 4 Pages

 

SIGNATURE

 

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

 

 

Dated: January 22, 2008

THE TAIL WIND FUND LTD.

 

 

 

 

 

By:

/s/ Andrew P. MacKellar

 

 

Andrew P. MacKellar, Director

 

 

 

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