SEC FORM 4

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^*

NESSELRODE KARL L

(Last)

(First)

(Middle)

1177 ENCLAVE PARKWAY

SUITE 300

(Street)

HOUSTON

77077

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVEST NATURAL RESOURCES, INC. [ HNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP Engineering & Business Dev

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value per share	05/21/2014		F		3,310	D	$4.63	66,168⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$4.76	05/21/2014		A		77,000		⁽²⁾	05/21/2019	Common Stock, $0.1 par value per share	77,000	⁽³⁾	367,634⁽⁴⁾⁽⁵⁾	D
Stock Appreciation Right	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common Stock, $0.1 par value per share	⁽⁶⁾		463,634⁽⁷⁾	D
Phantom Stock	⁽⁸⁾	05/21/2014		A		61,000		05/21/2017	05/21/2017	Common Stock, $0.1 par value per share	61,000	⁽⁸⁾	552,301⁽⁹⁾	D

Explanation of Responses:

1. Includes shares of restricted stock granted to the reporting person by the Company's board of directors pursuant to various plans.

2. The Options granted are exercisable in one-third increments per year from the effective date of the grant and will be exercisable in full on May 21, 2017.

3. Options granted by the Company's Board of Directors pursuant to the Company's 2006 Long Term Incentive Plan.

4. Includes options to purchase the Company's common stock granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

5. 36,000 and 70,000 options expired by their terms on 11/17/2013 and 2/27/2014, respectively.

6. Includes Stock Appreciation Rights granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

7. Includes options to purchase the Company's common stock and Stock Appreciation Rights granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

8. Each share of phantom stock is the economic equivalent of one share of HNR common stock.

9. Includes options to purchase the Company's common stock, Stock Appreciation Rights and Phantom Stock (Restricted Stock Units) granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

Remarks:

	/s/ Keith L. Head by Power of Attorney	05/21/2014
	** 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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