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*
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 [ 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)
08/13/2018
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 08/13/2018 S(1) 150,000(2) D $3.91 21,705,284 I See Footnotes(12)(13)(14)
Common Stock, $0.0001 par value 08/13/2018 S(1) 200,000(3) D $3.89 21,505,284 I See Footnotes(12)(13)(14)
Common Stock, $0.0001 par value 08/14/2018 S(1) 258,602(4) D $3.89 21,246,682 I See Footnotes(12)(13)(14)
Common Stock, $0.0001 par value 08/14/2018 S(1) 100,000(5) D $3.83 21,146,682 I See Footnotes(12)(13)(14)
Common Stock, $0.0001 par value 08/15/2018 S(1) 277,674(6) D $3.64 20,869,008(7)(8) I See Footnotes(12)(13)(14)
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 08/15/2018 S 8,095 09/09/2016 09/09/2020 Common Stock, $0.0001 par value 8,095(9) $0.1 332,811(10)(11) I See footnotes(12)(13)(14)
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 LP

(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 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. All of the sales reported on this Form 4 were effected by entities managed within the Credit Group of Ares Management, L.P. ("Ares Management"), and were predominantly made in connection with the liquidation of certain funds, fund redemptions or changes in the asset allocations of the selling entities.
2. The amount reported reflects an aggregate of 150,000 shares of the Issuer's common stock, $0.0001 par value ("Common Stock") sold by the following entities in the following amounts: 34,167 shares by Future Fund Board of Guardians, 34,879 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 44,489 shares by Ares Dynamic Credit Allocation Fund, Inc., 14,568 shares by ASIP (Holdco) IV S.a.r.l., 6,395 shares by Ares Multi-Strategy Credit Fund V (H), L.P., 10,225 shares by Transatlantic Reinsurance Company and 5,277 shares by RSUI Indemnity Company.
3. The amount reported reflects an aggregate of 200,000 shares of Common Stock sold by the following entities in the following amounts: 45,556 shares by Future Fund Board of Guardians, 46,506 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 59,318 shares by Ares Dynamic Credit Allocation Fund, Inc., 19,425 by ASIP (Holdco) IV S.a.r.l., 8,527 shares by Ares Multi-Strategy Credit Fund V (H), L.P., 13,633 shares by Transatlantic Reinsurance Company, and 7,035 shares by RSUI Indemnity Company.
4. The amount reported reflects an aggregate of 258,602 shares of Common Stock sold by the following entities in the following amounts: 58,904 shares by Future Fund Board of Guardians, 60,133 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 76,699 shares by Ares Dynamic Credit Allocation Fund, Inc., 25,116 by ASIP (Holdco) IV S.a.r.l., 11,026 shares by Ares Multi-Strategy Credit Fund V (H), L.P., 17,627 shares by Transatlantic Reinsurance Company, and 9,097 shares by RSUI Indemnity Company.
5. The amount reported reflects an aggregate of 100,000 shares of Common Stock sold by the following entities in the following amounts: 22,778 shares by Future Fund Board of Guardians, 23,253 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 29,659 shares by Ares Dynamic Credit Allocation Fund, Inc., 9,712 by ASIP (Holdco) IV S.a.r.l., 4,264 shares by Ares Multi-Strategy Credit Fund V (H), L.P., 6,816 shares by Transatlantic Reinsurance Company, and 3,518 shares by RSUI Indemnity Company.
6. The amount reported reflects an aggregate of 277,674 shares of Common Stock sold by the following entities in the following amounts: 63,249 shares by Future Fund Board of Guardians, 64,567 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 82,354 shares by Ares Dynamic Credit Allocation Fund, Inc., 26,969 by ASIP (Holdco) IV S.a.r.l., 11,839 shares by Ares Multi-Strategy Credit Fund V (H), L.P., 18,927 shares by Transatlantic Reinsurance Company, and 9,769 shares by RSUI Indemnity Company.
7. The amount reported reflects an aggregate of 20,869,008 shares of Common Stock held by the following entities in the following amounts: 5,648,690 shares by AF IV Energy II AIV B1, L.P., 896,567 shares by AF IV Energy II AIV A1, L.P., 1,344,714 shares by AF IV Energy II AIV A2, L.P., 567,737 shares by AF IV Energy II AIV A3, L.P., 580,546 shares by AF IV Energy II AIV A4, L.P., 744,057 shares by AF IV Energy II AIV A5, L.P., 582,698 shares by AF IV Energy II AIV A6, L.P., 298,870 shares by AF IV Energy II AIV A7, L.P., 579,768 shares by AF IV Energy II AIV A8, L.P., 600,983 shares by AF IV Energy II AIV A9, L.P., 896,567 shares by AF IV Energy II AIV A10, L.P., 336,156 shares by AF IV Energy II AIV A11, L.P., 597,583 shares by AF IV Energy II AIV A12, L.P., 257,070 shares by SSF III Halcon AIV B1, L.P., 1,101,652 shares by SSF III Halcon AIV 1, L.P., 165,271 shares by SSF III Halcon AIV 2, L.P., (continued in footnote 8)
8. 315,830 shares by SSF III Halcon AIV 3, L.P., 1,897,859 shares by SSF IV Halcon AIV B1, L.P., 88,306 shares by SSF IV Halcon AIV 1, L.P., 650,824 shares by SSF IV Halcon AIV 2, L.P., 706,823 shares by SSF IV Halcon AIV 3, L.P., 176,753 shares by SSF IV Halcon AIV 4, L.P., 389,862 shares by SSF IV Halcon AIV 5, L.P., 655,756 shares by SSF IV Halcon AIV 6, L.P., and 788,066 shares by SSF IV Halcon AIV 7, L.P.
9. The amount reported reflects warrants exercisable for an aggregate of 8,095 shares, sold by the following entities in the following amounts: 3,244 shares by Future Fund Board of Guardians, 2,132 shares by Ares Enhanced Credit Opportunities Master Fund II, Ltd., 1,677 shares by ASIP (Holdco) IV S.a.r.l. and 1,042 shares by Ares Multi-Strategy Credit Fund V (H), L.P.
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., 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., (continued in footnote 11)
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. The Issuer's securities held by the entities listed in the footnotes above (collectively, the "Purchasers") is managed, directly or indirectly, 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"), whose sole stockholder is Ares Management. The general partner of Ares Management is Ares Management GP LLC ("Ares Management GP") and the sole member of Ares Management GP is Ares Partners Holdco LLC ("Ares Partners," and together with the Purchasers, Ares Management LLC, Ares Management Holdings, Ares Holdco, Ares Holdings, Ares Management, and Ares Management GP, the "Ares Entities").
13. Ares Partners is managed by a board of managers, which is composed of Michael Arougheti, Ryan Berry, R. Kipp deVeer, David Kaplan, Michael McFerran, Antony Ressler and Bennett Rosenthal. Mr. Ressler generally has veto authority over decisions by Ares Partners' board of managers. Each of the Ares Entities (other than each Purchaser, with respect to the securities held directly by it) and the members of Ares Partners' board of managers 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.
14. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.
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.
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES MANAGEMENT LLC 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES HOLDCO LLC, general partner for ARES MANAGEMENT HOLDINGS L.P. 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES HOLDCO LLC 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES HOLDINGS INC. 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES MANAGEMENT GP LLC, general partner for ARES MANAGEMENT, L.P. 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES MANAGEMENT GP LLC 08/15/2018
/s/ Naseem Sagati Aghili, by Authorized Signatory of ARES PARTNERS HOLDCO LLC 08/15/2018
** Signature of Reporting Person Date
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