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*
Halcon Resources LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 6905

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HALCON RESOURCES CORP [ HK ]
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)
02/08/2012
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 02/08/2012 A 220,000,000(1) A $1.25 220,000,000 D(2)(3)
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
Warrants (right to buy) $1.5 02/08/2012 A 110,000,000(1) (4) (4) Common Stock 110,000,000 (1) 110,000,000 D(2)(3)
8% Convertible Promissory Note $1.5 02/08/2012 A $275,000,000(1) 02/08/2014 02/08/2017 Common Stock 183,333,334 (1) $275,000,000 D(2)(3)
1. Name and Address of Reporting Person*
Halcon Resources LLC

(Last) (First) (Middle)
1000 LOUISIANA, SUITE 6905

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PETERSEN GARY R

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PHILLIPS D MARTIN

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ZORICH ROBERT L

(Last) (First) (Middle)
1100 LOUISIANA STREET, SUITE 4900

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
Explanation of Responses:
1. On February 8, 2012, pursuant to a Securities Purchase Agreement, Halcon Resources LLC ("Halcon") purchased 220 million shares of the issuer's common stock (the "Shares"), an 8% senior convertible note due 2017 in the principal amount of $275 million (the "Note") and five-year warrants to purchase up to an additional 110 million shares of the issuer's common stock (the "Warrants"), in exchange for aggregate cash consideration of $550 million, of which $275 million is attributable to the Shares and $275 million is attributable to the Warrants and the Note.
2. These securities are owned directly by Halcon. EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of Halcon. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed the beneficial owner of the securities held by Halcon by virtue of being a member of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, LLC ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities.
3. This report is filed in connection with the Form 4 filed today by Mr. Miller, a director of the issuer.
4. The Warrants are exercisable, in whole or in part, at any time before the fifth anniversary of February 8, 2012.
Remarks:
The Reporting Person has the right to appoint a majority of the directors to the Board of Directors of Halcon Resources Corporation. Therefore, the Reporting Person may be deemed a director by deputization.
Floyd C. Wilson, President and CEO of Halcon Resources LLC 02/10/2012
Robert L. Zorich 02/10/2012
Gary R. Petersen 02/10/2012
D. Martin Phillips 02/10/2012
** 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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