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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
WL ROSS & CO LLC

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ]
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)
02/03/2012
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, par value $0.001 per share 02/03/2012 P 234,127 A $6.95 (1) 7,523,749 I See Footnotes (2) (3)
Common Stock, par value $0.001 per share 02/06/2012 P 1,166 A $7 (4) 7,524,915 I See Footnotes (2) (3)
Common Stock, par value $0.001 per share 02/03/2012 P 208,090 A $6.95 (1) 6,784,575 I See Footnotes (3) (5)
Common Stock, par value $0.001 per share 02/06/2012 P 1,037 A $7 (4) 6,785,612 I See Footnotes (3) (5)
Common Stock, par value $0.001 per share 02/03/2012 P 208,038 A $6.95 (1) 6,782,865 I See Footnotes (3) (6)
Common Stock, par value $0.001 per share 02/06/2012 P 1,036 A $7 (4) 6,783,901 I See Footnotes (3) (6)
Common Stock, par value $0.001 per share 02/03/2012 P 208,083 A $6.95 (1) 6,784,341 I See Footnotes (3) (7)
Common Stock, par value $0.001 per share 02/06/2012 P 1,037 A $7 (4) 6,785,378 I See Footnotes (3) (7)
Common Stock, par value $0.001 per share 02/03/2012 P 2,374 A $6.95 (1) 77,222 I See Footnotes (3) (8)
Common Stock, par value $0.001 per share 02/06/2012 P 12 A $7 (4) 77,234 I See Footnotes (3) (8)
Common Stock, par value $0.001 per share 1,547,037 I See Footnotes (3) (9)
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
1. Name and Address of Reporting Person*
WL ROSS & CO LLC

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WLR Master Co-Investment GP LLC

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INVESCO WLR IV Associates LLC

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Invesco Private Capital, Inc.

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WLR/GS Master Co-Investment XCO AIV, L.P.

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WLR IV PARALLEL ESC LP

(Last) (First) (Middle)
C/O WL ROSS GROUP, L.P.
1166 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
Explanation of Responses:
1. This price represents the approximate weighted average price per share of common stock of EXCO Resources, Inc. (the "Issuer"), par value $0.001 per share (each a "Share") of purchases that were executed at prices ranging from $6.83 to $7.05 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.
2. These Shares are held by WLR Select Co-Investment XCO AIV, L.P. ("Co-Invest Fund AIV").
3. Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC ("WLR LLC") and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P. ("WLR LP"), which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"), WLR Select Associates LLC ("WLR Select") and WLR Master Co-Investment GP, LLC ("WLR Master"). Fund IV is the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. WLR Select is the general partner of Co-Invest Fund AIV. WLR Master is the general partner of WLR/GS Fund AIV. WLR LLC is the investment manager of WLR/GS Fund AIV. WLR LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV.
4. This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $6.99 to $7.00 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.
5. These Shares are held by WLR Recovery Fund IV XCO AIV I, L.P. ("Fund IV AIV I").
6. These Shares are held by WLR Recovery Fund IV XCO AIV II, L.P. ("Fund IV AIV II").
7. These Shares are held by WLR Recovery Fund IV XCO AIV III, L.P. ("Fund IV AIV III").
8. These Shares are held by WLR IV Parallel ESC, L.P. ("Parallel Fund").
9. These Shares are held by WLR/GS Master Co-Investment XCO AIV, L.P. ("WLR/GS Fund AIV").
Remarks:
This Form 4 is being filed in two parts due to the large number of Reporting Persons. Please reference the Form 4 filing filed on the date hereof separately by WLR LLC, Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Co-Invest Fund AIV, Mr. Ross, El Vedado, LLC, WLR LP, Fund IV and WLR Select. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.
WL ROSS & CO. LLC By: Wilbur L. Ross, Jr., its Chairman and Chief Executive Officer /s/ Wilbur L. Ross, Jr. 02/06/2012
WLR MASTER CO-INVESTMENT GP, LLC, By: By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member 02/06/2012
INVESCO WLR IV ASSOCIATES LLC, By: Invesco Private Capital, Inc., its Managing Member, By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 02/06/2012
INVESCO PRIVATE CAPITAL, INC., By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 02/06/2012
WLR/GS MASTER CO-INVESTMENT XCO AIV, L.P. , By: WLR Master Co-Investment GP, LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member 02/06/2012
WLR IV PARALLEL ESC, L.P., By: INVESCO WLR IV ASSOCIATES LLC, its General Partner, By: Invesco Private Capital, Inc., its Managing Member, By: /s/ Wilbur L. Ross, Jr., its Chief Executive Officer 02/06/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.