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
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*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HALCON RESOURCES CORP [ HKRSQ ]
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)
08/15/2019
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, $0.0001 par value 08/15/2019 S 3,500,000(1)(2) D $0.1082 17,369,008 I See footnotes(7)(8)(9)
Common Stock, $0.0001 par value 08/16/2019 S 545,000(3)(4) D $0.1 16,824,008(5)(6) I See footnotes(7)(8)(9)
Common Stock, $0.0001 par value 86,857 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
Warrants to Purchase Common Stock $14.04 09/09/2016 09/09/2020 Common Stock, $0.0001 par value 332,811(10)(11)(12) 332,811(10)(11)(12) I See footnotes(7)(8)(9)
1. Name and Address of Reporting Person*
ARES MANAGEMENT LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Holdings L.P.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdco LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Holdings Inc.

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management Corp

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Management GP LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Voting LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ares Partners Holdco LLC

(Last) (First) (Middle)
2000 AVENUE OF THE STARS
12TH FLOOR

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
Explanation of Responses:
1. The amount reported reflects an aggregate of 3,500,000 shares of the Issuer's Common Stock, $0.0001 par value ("Common Stock") sold in open market transactions on August 15, 2019 by the following entities in the following amounts: 947,355 shares by AF IV Energy II AIV B1, L.P., 150,366 shares by AF IV Energy II AIV A1, L.P., 225,526 shares by AF IV Energy II AIV A2, L.P., 95,217 shares by AF IV Energy II AIV A3, L.P., 97,365 shares by AF IV Energy II AIV A4, L.P., 124,788 shares by AF IV Energy II AIV A5, L.P., 97,726 shares by AF IV Energy II AIV A6, L.P., 50,124 shares by AF IV Energy II AIV A7, L.P., 97,235 shares by AF IV Energy II AIV A8, L.P., 100,793 shares by AF IV Energy II AIV A9, L.P., (continued in footnote 2)
2. 150,366 shares by AF IV Energy II AIV A10, L.P., 56,378 shares by AF IV Energy II AIV A11, L.P., 100,222 shares by AF IV Energy II AIV A12, L.P., 43,114 shares by SSF III Halcon AIV B1, L.P., 184,761 shares by SSF III Halcon AIV 1, L.P., 27,718 shares by SSF III Halcon AIV 2, L.P., 52,969 shares by SSF III Halcon AIV 3, L.P., 318,295 shares by SSF IV Halcon AIV B1, L.P., 14,810 shares by SSF IV Halcon AIV 1, L.P., 109,152 shares by SSF IV Halcon AIV 2, L.P., 118,543 shares by SSF IV Halcon AIV 3, L.P., 29,644 shares by SSF IV Halcon AIV 4, L.P., 65,385 shares by SSF IV Halcon AIV 5, L.P., 109,979 shares by SSF IV Halcon AIV 6, L.P. and 132,169 shares by SSF IV Halcon AIV 7, L.P.
3. The amount reported reflects an aggregate of 545,000 shares of the Issuer's Common Stock, $0.0001 par value ("Common Stock") sold in open market transactions on August 16, 2019 by the following entities in the following amounts: 147,518 shares by AF IV Energy II AIV B1, L.P., 23,414 shares by AF IV Energy II AIV A1, L.P., 35,118 shares by AF IV Energy II AIV A2, L.P., 14,827 shares by AF IV Energy II AIV A3, L.P., 15,161 shares by AF IV Energy II AIV A4, L.P., 19,431 shares by AF IV Energy II AIV A5, L.P., 15,217 shares by AF IV Energy II AIV A6, L.P., 7,805 shares by AF IV Energy II AIV A7, L.P., 15,141 shares by AF IV Energy II AIV A8, L.P., 15,695 shares by AF IV Energy II AIV A9, L.P., (continued in footnote 4)
4. 23,414 shares by AF IV Energy II AIV A10, L.P., 8,779 shares by AF IV Energy II AIV A11, L.P., 15,606 shares by AF IV Energy II AIV A12, L.P., 6,713 shares by SSF III Halcon AIV B1, L.P., 28,770 shares by SSF III Halcon AIV 1, L.P., 4,316 shares by SSF III Halcon AIV 2, L.P., 8,248 shares by SSF III Halcon AIV 3, L.P., 49,563 shares by SSF IV Halcon AIV B1, L.P., 2,306 shares by SSF IV Halcon AIV 1, L.P., 16,996 shares by SSF IV Halcon AIV 2, L.P., 18,459 shares by SSF IV Halcon AIV 3, L.P., 4,616 shares by SSF IV Halcon AIV 4, L.P., 10,181 shares by SSF IV Halcon AIV 5, L.P., 17,125 shares by SSF IV Halcon AIV 6, L.P. and 20,581 shares by SSF IV Halcon AIV 7, L.P.
5. The amount reported reflects an aggregate of 16,824,008 shares of Common Stock held on August 19, 2019 by the following entities in the following amounts: 4,553,817 shares by AF IV Energy II AIV B1, L.P., 722,787 shares by AF IV Energy II AIV A1, L.P., 1,084,070 shares by AF IV Energy II AIV A2, L.P., 457,693 shares by AF IV Energy II AIV A3, L.P., 468,020 shares by AF IV Energy II AIV A4, L.P., 599,838 shares by AF IV Energy II AIV A5, L.P., 469,755 shares by AF IV Energy II AIV A6, L.P., 240,941 shares by AF IV Energy II AIV A7, L.P., 467,392 shares by AF IV Energy II AIV A8, L.P., 484,495 shares by AF IV Energy II AIV A9, L.P., 722,787 shares by AF IV Energy II AIV A10, L.P., (continued in footnote 6)
6. 270,999 shares by AF IV Energy II AIV A11, L.P., 481,755 shares by AF IV Energy II AIV A12, L.P., 207,243 shares by SSF III Halcon AIV B1, L.P., 888,121 shares by SSF III Halcon AIV 1, L.P., 133,237 shares by SSF III Halcon AIV 2, L.P., 254,613 shares by SSF III Halcon AIV 3, L.P., 1,530,001 shares by SSF IV Halcon AIV B1, L.P., 71,190 shares by SSF IV Halcon AIV 1, L.P., 524,676 shares by SSF IV Halcon AIV 2, L.P., 569,821 shares by SSF IV Halcon AIV 3, L.P., 142,493 shares by SSF IV Halcon AIV 4, L.P., 314,296 shares by SSF IV Halcon AIV 5, L.P., 528,652 shares by SSF IV Halcon AIV 6, L.P., and 635,316 shares by SSF IV Halcon AIV 7, L.P.
7. The Issuer's securities held by the entities listed in footnotes 5, 6, 10 and 11 hereto (collectively, the "Purchasers") is managed by Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings L.P. ("Ares Management Holdings") and the general partner of Ares Management Holdings is Ares Holdco LLC ("Ares Holdco"). The sole member of Ares Holdco is Ares Holdings Inc. ("Ares Holdings"). The sole stockholder of Ares Holdings is Ares Management Corporation ("Ares Management"). Ares Management GP LLC ("Ares Management GP") is the sole holder of the Class B common stock, $0.01 par value per share, of Ares Management (the "Class B Common Stock") and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock, $0.01 par value per share, of Ares Management (the "Class C Common Stock"). (continued in footnote 8)
8. Pursuant to Ares Management's Certificate of Incorporation in effect as of the date of this Form 4, the holders of the Class B Common Stock and the Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners Holdco LLC ("Ares Partners," and together with the Purchasers, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, Ares Management GP and Ares Voting, the "Ares Entities"). Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). (continued in footnote 9)
9. Mr. Ressler generally has veto authority over Board Members' decisions. Each of the Ares Entities (other than the Purchasers and Ares Management LLC with respect to the securities held directly by them) and the Board Members and the other directors, officers, partners, stockholders, members and managers of the Ares Entities expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
10. The amount reported reflects warrants exercisable for an aggregate of 332,811 shares, in the following amounts: 105,620 shares by AF IV Energy II AIV B1, L.P., 16,764 shares by AF IV Energy II AIV A1, L.P., 25,136 shares by AF IV Energy II AIV A2, L.P., 10,613 shares by AF IV Energy II AIV A3, L.P., 10,846 shares by AF IV Energy II AIV A4, L.P., 13,916 shares by AF IV Energy II AIV A5, L.P., 10,899 shares by AF IV Energy II AIV A6, L.P., 5,591 shares by AF IV Energy II AIV A7, L.P., 10,840 shares by AF IV Energy II AIV A8, L.P., 11,236 shares by AF IV Energy II AIV A9, L.P., 16,764 shares by AF IV Energy II AIV A10, L.P., (continued in footnote 11)
11. 6,279 shares by AF IV Energy II AIV A11, L.P., 11,166 shares by AF IV Energy II AIV A12, L.P., 2,691 shares by SSF III Halcon AIV B1, L.P., 11,540 shares by SSF III Halcon AIV 1, L.P., 1,735 shares by SSF III Halcon AIV 2, L.P., 3,314 shares by SSF III Halcon AIV 3, L.P., 11. 20,518 shares by SSF IV Halcon AIV B1, L.P., 949 shares by SSF IV Halcon AIV 1, L.P., 7,031 shares by SSF IV Halcon AIV 2, L.P., 7,637 shares by SSF IV Halcon AIV 3, L.P., 1,910 shares by SSF IV Halcon AIV 4, L.P., 4,211 shares by SSF IV Halcon AIV 5, L.P., 7,089 shares by SSF IV Halcon AIV 6, L.P., and 8,516 shares by SSF IV Halcon AIV 7, L.P.
12. These securities were issued in connection with the bankruptcy reorganization plan (the "Plan") of the Issuer and its affiliates effective September 9, 2016 (the "Effective Date"). Pursuant to the Plan, the Reporting Persons were issued 17,981,822 shares of common stock and warrants to purchase 340,906 shares of common stock. Also pursuant to the Plan, on the Effective Date, total debt obligations of the Issuer and its subsidiaries held by the Reporting Persons or their affiliates in the aggregate of $314,929,000 were cancelled.
Remarks:
Ares Management LLC and its affiliates designated three individuals who were appointed to the board of directors of the Issuer on September 9, 2016. Accordingly, Ares Management LLC and its affiliates listed hereon may be deemed to be a director by deputization.
ARES MANAGEMENT LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC Its: General Partner /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES HOLDINGS INC. /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES MANAGEMENT CORPORATION /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC Its: Sole Member /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES MANAGEMENT GP LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
ARES PARTNERS HOLDCO LLC /s/ Naseem Sagati Aghili By: Naseem Sagati Aghili Its: Authorized Signatory 08/19/2019
** 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.