SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Resolute Energy Corporation

(Name of Issuer)

Common Stock, $0.0001 Par Value

(Title of Class of Securities)

76116A306

(CUSIP Number)

Benjamin Dell

KEMC Fund IV GP, LLC

c/o Kimmeridge Energy Management Company, LLC

412 West 15th Street - 11th Floor

New York, NY 10011

with a copy to:

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 17, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 76116A306 SCHEDULE 13D/A Page 2 of 6 Pages

1	NAME OF REPORTING PERSON KEMC Fund IV GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 2,254,306 (see Item 5)
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 2,254,306 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,254,306 (see Item 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 76116A306 SCHEDULE 13D/A Page 3 of 6 Pages

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on June 14, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D (“Amendment No. 1” and together with the Original Schedule 13D and this Amendment No. 2, the “Schedule 13D”).  Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.  This Amendment No. 2 amends Items 3, 4, 5 and 7 as set forth below.

Item 3.	SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	Item 3 is hereby amended and restated to read as follows:
	The 2,254,306 shares of Common Stock beneficially owned by the Reporting Person (the “Shares”) were purchased by the Kimmeridge Funds using the working capital of the Kimmeridge Funds.  The total purchase price for the Shares reported herein was approximately $66,484,842.29.

Item 4.	PURPOSE OF TRANSACTION
	Item 4 is hereby amended and restated to read as follows:
	On October 19, 2018, the Reporting Person sent a letter to the Board of Directors of the Issuer (the “October Letter”).  In the October Letter, a copy of which is filed as Exhibit A hereto, the Reporting Person expressed disappointment with the Issuer’s lack of progress on conducting a strategic review and failure to improve its financial performance.  As described in the October Letter, the Reporting Person called on the Issuer to immediately launch a formal process with the goal of selling or merging the Issuer. The Reporting Person also stated it may seek to appoint independent directors to the Issuer’s Board of Directors if the Issuer continues to stall on launching a formal sale or combination process, cutting overhead costs and delivering shareholder value.
	The foregoing summary is qualified in its entirety by the full text of the October Letter, which is filed as Exhibit A to this Schedule 13D and is incorporated herein by reference.

Item 5.	INTEREST IN SECURITIES OF THE ISSUER
	Item 5 is hereby amended and supplemented by the addition of the following:
(a)	As of the date of this Amendment No. 2, the Reporting Person beneficially owns shares of Common Stock in such numbers as set forth on the cover page of this Amendment No. 2.  The total number of shares the Reporting Person beneficially owns represents the percentages as set forth on the cover page to this Amendment No. 2 of the Common Stock outstanding.  The percentages used in this Amendment No. 2 are calculated based upon the 23,166,491 shares of Common Stock outstanding as of July 31, 2018, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2018.
(b)	The Reporting Person shares voting and dispositive power over 2,254,306 shares of Common Stock. The Reporting Person shares voting and dispositive power over 1,671,854 shares of Common Stock with KEEP IV, KENP IV and Kimmeridge Holdings, LLC (“Kimmeridge Holdings”).  The Reporting Person shares voting and dispositive power over 582,452 shares of Common Stock with KEPF IV and Kimmeridge Madison, LLC (“Kimmeridge Madison”, and together with Kimmeridge Holdings and the Kimmeridge Funds, the “Kimmeridge Group”).  The principal business address of the Kimmeridge Group is 412 West 15th Street - 11th Floor, New York, New York 10011.

CUSIP No. 76116A306 SCHEDULE 13D/A Page 4 of 6 Pages

(c) Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Person during the past sixty (60) days.  All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

Item 7.	MATERIAL TO BE FILED AS EXHIBITS
	Item 7 is hereby amended and supplemented by the addition of the following:
	Exhibit A – October Letter

CUSIP No. 76116A306 SCHEDULE 13D/A Page 5 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: October 19, 2018

KEMC FUND IV GP, LLC
By:	/s/  Benjamin Dell
Name:	Benjamin Dell
Title:	Chief Executive Officer

CUSIP No. 76116A306 SCHEDULE 13D/A Page 6 of 6 Pages

Schedule I

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by the Reporting Person during the past sixty days. The price per Share is the weighted average price of each purchase (or sale) on the relevant date and the actual range of prices on each date were within one dollar. Upon request by the SEC staff, the Reporting Person will provide information regarding the number of Shares purchased or sold at each separate price.

Date	Number of Shares Purchased (Sold)	Price per Share	Price Range
8/20/2018	6,000	$29.9527	$29.8900 – $30.0000
8/23/2018	13,400	$29.9683	$29.8600 – $30.0000
9/25/2018	35,000	$37.7232	$37.6600 – $37.7800
10/17/2018	170,000	$29.2401	$28.7200 – $29.7000

EX-99

 

412 West 15th Street - 11th Floor

New York, NY 10011

October 19, 2018

Resolute Energy Corporation
1700 Lincoln Street, Suite 2800
Denver, CO 80203
Attention: Board of Directors

Dear Members of the Board,

As beneficial owners of almost 10% of Resolute Energy Corporation (“Resolute” or the “Company”) shares, we are writing to you today as concerned shareholders.

In 2017, Kimmeridge acquired a position in Resolute based on our belief that the Company’s assets were materially undervalued in the market and that the Company had an opportunity to deliver significant value to shareholders by improving operational execution and engaging in appropriate strategic combinations or a sale of the Company. Yet since the time we invested in the Company, Resolute has continually failed to deliver on the promises made to the investment community. As a result, the Company’s share price languishes and its competitive positioning in the Permian Basin dwindles.

In short, there are too many operators in the Permian, many with bloated cost structures, subscale assets and lingering underperformance (despite rising commodity prices). As you are well aware the development of shale resources is increasingly a manufacturing business, but this unconventional manufacturing business is one with hundreds of participants, many of which are subscale. These subscale unconventional companies have much in common: the promise of returns to investors that rarely materialize due to poor capital allocation, the futile pursuit of growth over returns, and the enrichment of the C-suite regardless of performance. Indeed, these are the very issues plaguing Resolute.

We believe that for the reasons mentioned above, Resolute continues to trade at a steep discount to its relevant peers. In early 2018 it became clear that other significant shareholders shared this view, with Monarch Alternative Capital, VR Capital and Fir Tree Capital each independently filing Schedule 13D’s encouraging the Company to pursue a sales process, a view that we wholeheartedly agree with.

We were encouraged by the settlement between Resolute and Monarch, negotiated this past May, as the Company explicitly agreed to improve its governance structure and to add new independent members to Resolute’s Board of Directors (the “Board”). Moreover, the Board made public commitments to “promptly conduct an in-depth review, assisted by its financial advisers, Goldman Sachs & Co. LLC and Petrie Partners, LLC, of Resolute’s business plan, competitive positioning and any potential strategic alternatives that will enhance the Company’s goal of creating stockholder value.” The company’s 8-K, filed on May 15^th, went even further, specifically noting that such review included “potential merger, sale or business combination alternatives.” Yet, here we are five months later, and the Company does not appear to have made significant progress in its strategic review or in improving its financial performance, as it has underperformed its relevant benchmark, XOP, whether measured over one-year, two-years, or since the Monarch settlement.

It is of concern to us that, in conversations with other industry players, we have been left with the impression that Resolute has employed a passive approach to its strategic review rather than engaging interested parties in a serious sales process. During the same time, the Company has continued to fail to achieve the operational targets it set. In contrast, in the intervening time since shareholders have called for a sale of the Company, other Permian basin participants including Energen Corporation and RSP Permian, Inc. have run successful sales processes while their respective acquirers moved forward with the type of consolidation that Resolute should be a part of.

It is our belief that time stands still for no one, and certainly not for a subscale company that has committed to reviewing strategic alternatives while struggling to thrive in a competitive basin. We therefore ask that Resolute’s Board:

1. Immediately launch a formal process with the goal of selling or merging the Company with another Delaware Basin operator before year end;

2. Reduce corporate overhead costs in the interim, and;

3. Deliver to shareholders the returns and value accretion that have been lacking.

In the event that the Board and management team fail to actively and exhaustively pursue a sale or combination, Kimmeridge will consider all options, including seeking to install independent Board members to act in the best interests of the Company and its shareholders.

We would be happy to discuss this in further detail at the Board’s convenience.

Sincerely,

Benjamin Dell

Managing Partner