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*
Vlasic Michael Andrew

(Last) (First) (Middle)
38710 WOODWARD AVENUE

(Street)
BLOOMFIELD HILLS MI 48304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GEORESOURCES INC [ GEOI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2012
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 08/01/2012 D 3,000 D (1) 0 D
Common Stock 08/01/2012 D 2,986,893 D (1) 0 I By VILLCo Energy(2)(6)
Common Stock 08/01/2012 D 288,265 D (1) 0 I By GRAT(2)(3)
Common Stock 08/01/2012 M 20,000 A $8.5 20,000 D
Common Stock 08/01/2012 F 5,081 D $33.46 14,919 D
Common Stock 08/01/2012 D 14,919 D (1) 0 D
Common Stock 08/01/2012 M 20,000 A $10 20,000 D
Common Stock 08/01/2012 F 5,977 D $33.46 14,023 D
Common Stock 08/01/2012 D 14,023 D (1) 0 D
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
Stock Option (right to buy) $8.5 08/01/2012 M 20,000 (4) 02/02/2019 Common Stock 20,000 $0 0 D
Stock Option (right to buy) $10 08/01/2012 M 20,000 (5) 02/02/2019 Common Stock 20,000 $0 0 D
1. Name and Address of Reporting Person*
Vlasic Michael Andrew

(Last) (First) (Middle)
38710 WOODWARD AVENUE

(Street)
BLOOMFIELD HILLS MI 48304

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
VILLCo Energy, L.L.C.

(Last) (First) (Middle)
38710 WOODWARD AVE.

(Street)
BLOOMFIELD HILLS MI 48304

(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*
VILLCo Management, L.L.C.

(Last) (First) (Middle)
38710 WOODWARD AVENUE

(Street)
BLOOMFIELD HILLS MI 48304

(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*
VILLCo Services, L.L.C.

(Last) (First) (Middle)
38710 WOODWARD AVE.

(Street)
BLOOMFIELD HILLS MI 48304

(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. Pursuant to the Agreement and Plan of Merger, dated as of April 24, 2012 and as amended June 22, 2012 (the "Merger Agreement"), by and among GeoResources, Inc. ("GeoResources"), Halcon Resources Corporation ("Halcon"), Leopard Sub I, Inc.("Merger Sub") and Leopard Sub II, LLC ("Second Merger Sub"), Merger Sub merged with and into GeoResources (the "Merger"). Upon the effective time of the Merger, each share of GeoResources common stock was cancelled and exchanged for (i) $20.00 in cash, without interest, and (ii) 1.932 shares of Halcon common stock. The closing price of Halcon common stock on the date immediately prior to the effective date was $6.60.
2. Mr. Vlasic disclaims beneficial ownership of the shares of the Issuer held by VILLCo Energy, L.L.C. ("VILLCo Energy") and the GRAT in excess of his respective pecuniary interests therein.
3. The shares reported by the GRAT represent the shares allocable to Mr. Vlasic of the shares reported in this Form 4 as beneficially owned by VILLCo Energy.
4. This option was scheduled to vest in four equal annual installments beginning February 3, 2010. The option fully vested immediately prior to the effective time of the Merger.
5. This option was scheduled to vest in four equal annual installments beginning February 3, 2010. The option fully vested immediately prior to the effective time of the Merger
6. The manager of VILLCo Energy is VILLCo Services, L.L.C. ("VILLCo Services"), a Michigan limited liability company. The manager of VILLCo Services is VILLCo Management, L.L.C. ("VILLCo Management"), a Michigan limited liability company. The managers of VILLCo Management are Michael A. Vlasic, James J. Vlasic, William J. Vlasic, Richard R. Vlasic, and Paul A. Vlasic (the "Vlasics"). Under the VILLCo Management operating agreement, Michael Vlasic, as the executive manager thereof, has the power to vote the shares of common stock of GeoResources held by VILLCo Energy. The Vlasics, as the managers of VILLCo Management, by majority vote, have the power to dispose of the common stock of GeoResources held by VILLCo Energy.
/s/ VILLCo Energy, L.L.C. 08/03/2012
/s/ VILLCo Services, L.L.C. 08/03/2012
/s/ VILLCo Management, L.L.C. 08/03/2012
/s/ Fred B. Green as attorney-in-fact, on behalf of Michael A. Vlasic, individually, and in his capacity as, Executive Manager of VILLCo Management, L.L.C., which is the Manager of VILLCo Services, L.L.C., which is the Manager of VILLCo Energy, L.L.C. 08/03/2012
** 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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