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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hicks Acquisition CO II, Inc. [ HKAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/15/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 $0.0001 per share | 06/15/2010 | P | 3,285,714 | A | $0.0076 | 3,285,714(1)(2) | I | See footnote.(3) | ||
Common Stock, par value $0.0001 per share | 07/30/2010 | D | 32,856(4) | D | $0.0076 | 3,252,858(1)(2) | I | See footnote.(3) | ||
Common Stock, par value $0.0001 per share | 10/08/2010 | D | 813,214(5) | D | $0(5) | 2,439,644(1)(2) | I | See footnote.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Sponsor Warrants | $12 | 10/14/2010 | A | 6,666,667 | (6) | (6) | Common Stock, par value $0.0001 per share | 6,666,667 | $0.75 | 6,666,667(1)(2) | I | See footnote.(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The filing of this Form 4 shall not be construed as an admission that either Thomas O. Hicks (the "Principal"), who is the sole member of HH-HACII GP, LLC , or HH-HACII GP, LLC, which is the general partner of HH-HACII, L.P., is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of common stock, par value $0.0001 per share ("Common Stock"), of Hicks Acquisition Company II, Inc. (the "Issuer") owned by HH-HACII, L.P. |
2. Pursuant to Rule 16a-1, each of the Principal and HH-HACII GP, LLC disclaims any beneficial ownership of these securities except to the extent of their respective pecuniary interests |
3. HH-HACII GP, LLC, which is the general partner of HH-HACII, L.P., controls the voting and disposition of securities held by HH-HACII, L.P. The Principal reports the securities held indirectly by HH-HACII GP, LLC because, as the sole member of HH-HACII GP, LLC at the time of the transaction, the Principal controlled the disposition and voting of the securities. |
4. These securities were assigned by HH-HACII, L.P. to Mr. William A. Montgomery and Mr. William A. Quinn, each of whom agreed to serve on the Issuer's board of directors following the consummation of the Issuer's initial public offering. |
5. Due to the downsizing of the Issuer's initial public offering, 813,214 shares of Common Stock held by HH-HACII, L.P. were returned to the Issuer for no consideration and cancelled. |
6. The Sponsor Warrants are identical to the warrants included in the units currently being offered by the Issuer, except for those differences set forth in the Issuer's Form S-1 filed with the Commission on June 28, 2010, as may be amended from time to time. In addition, the Sponsor Warrants generally are not transferable, assignable or salable until 30 days after the completion of the Issuer's initial business combination and shall expire worthless if the Issuer does not complete an initial business combination within 21 months from the closing of the Issuer's initial public offering. |
/s/ Thomas O. Hicks, sole member of HH-HACII GP, LLC | 10/18/2010 | |
/s/ Thomas O. Hicks, sole member of HH-HACII GP, LLC, general partner of HH-HACII, L.P. | 10/18/2010 | |
/s/ Thomas O. Hicks | 10/18/2010 | |
** 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. |