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 CORPORATE OPPORTUNITIES FUND LP

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2007
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, par value $0.001 per share 09/06/2007(1) S 3,250,000(1) D $16.3(1) 11,190,562(2)(3)(4)(5)(6)(7) I See Footnote(8)(9)(10)
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
1. Name and Address of Reporting Person*
ARES CORPORATE OPPORTUNITIES FUND LP

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF EXCO, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF EXCO 892 Investors, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF MANAGEMENT LP

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF OPERATING MANAGER LP

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ares Corporate Opportunities Fund II, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ares EXCO, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ares EXCO 892 Investors, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ACOF Management II, L.P.

(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC
1999 AVENUE OF THE STARS, SUITE 1900

(Street)
LOS ANGELES CA 90067

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On April 25, 2007, EXCO Resources, Inc. (the "Issuer") filed a registration statement (File No. 333-142361) under the Securities Act of 1933, as amended, pursuant to which certain selling shareholders named therein proposed to sell up to 49,681,417 shares of common stock, par value $0.001 per share (the "Common Stock") of the Issuer (the "Offering"). Pursuant to that certain Underwriting Agreement, dated as of September 6, 2007, by and among Ares Corporate Opportunities Fund, L.P. ("ACOF"), the Issuer and J.P. Morgan Securities Inc., as underwriter (the "Underwriter"), ACOF agreed to sell to the Underwriter 3,250,000 shares of Common Stock at a price per share of $16.30.
2. This amount includes 3,283,333 shares of Common Stock acquired by ACOF concurrent with the Issuer's initial public offering on February 9, 2006.
3. This amount includes: (i) 1,439 shares of 7.0% Cumulative Convertible Perpetual Preferred Stock (the "7.0% Preferred Stock") owned by Ares Corporate Opportunities Fund II, L.P. ("ACOF II"); (ii) 373 shares of 7.0% Preferred Stock owned by ACOF; (iii) 17 shares of 7.0% Preferred Stock owned by ACOF EXCO, L.P. ("ACOF EXCO"); (iv) 97 shares of 7.0% Preferred Stock owned by ACOF EXCO 892 Investors, L.P. ("ACOF 892"); (v) 389 shares of 7.0% Preferred Stock owned by Ares EXCO, L.P. ("Ares EXCO"); and (vi) 610 shares of 7.0% Preferred Stock owned by Ares EXCO 892 Investors, L.P. ("Ares 892").
4. The 7.0% Preferred Stock is initially convertible into: (i) an aggregate of 757,368 shares of Common Stock for the shares of 7.0% Preferred Stock held by ACOF II; (ii) an aggregate of 196,315 shares of Common Stock for the shares of 7.0% Preferred Stock held by ACOF; (iii) an aggregate of 8,947 shares of Common Stock for the shares of 7.0% Preferred Stock held by ACOF EXCO; (iv) an aggregate of 51,052 shares of Common Stock for the shares of 7.0% Preferred Stock held by ACOF 892; (v) an aggregate of 204,736 shares of Common Stock for the shares of 7.0% Preferred Stock held by Ares EXCO; and (vi) an aggregate of 321,052 shares of Common Stock for the shares of 7.0% Preferred Stock held by Ares 892.
5. This amount includes: (i) 5,939 shares of Hybrid Preferred Stock owned by ACOF II; (ii) 1,542 shares of Hybrid Preferred Stock owned by ACOF; (iii) 69 shares of Hybrid Preferred Stock owned by ACOF EXCO; (iv) 402 shares of Hybrid Preferred Stock owned by ACOF 892; (v) 1,607 shares of Hybrid Preferred Stock owned by Ares EXCO; and (vi) 2,516 shares of Hybrid Preferred Stock owned by Ares 892.
6. The Hybrid Preferred Stock is initially convertible into: (i) an aggregate of 3,125,789 shares of Common Stock for the Hybrid Preferred Stock held by ACOF II; (ii) an aggregate of 811,578 shares of Common Stock for the shares of Hybrid Preferred Stock held by ACOF; (iii) an aggregate of 36,315 shares of Common Stock for the shares of Hybrid Preferred Stock held by ACOF EXCO; (iv) an aggregate of 211,578 shares of Common Stock for the shares of Hybrid Preferred Stock held by ACOF 892; (v) an aggregate of 845,789 shares of Common Stock for the shares of Hybrid Preferred Stock held by Ares EXCO; and (vi) an aggregate of 1,324,210 shares of Common Stock for the shares of Hybrid Preferred Stock held by Ares 892.
7. This amount includes 12,500 shares of Common Stock, which represents the vested portion of stock options to acquire 50,000 shares of Common Stock which were issued to Jeffrey S. Serota as an initial grant pursuant to the Amended and Restated 2007 Director Plan of the Issuer upon becoming one of the directors of the Issuer in March 2007. Mr. Serota is a Senior Partner in the Private Equity Group of Ares Management LLC ("Ares Management") which indirectly controls ACOF, the selling shareholder in the Offering. These stock options are held by Mr. Serota for the benefit of the Ares Entities (as defined below) and Mr. Serota has assigned all economic, pecuniary and voting rights in respect of these stock options to the Ares Entities. Mr. Serota disclaims beneficial ownership of these stock options and the securities held by the Ares Entities, except to the extent of any pecuniary interest therein.
8. This Form 4 is filed jointly by ACOF, ACOF EXCO, ACOF 892, ACOF Management, L.P. ("ACOF Management"), ACOF Operating Manager, L.P. ("ACOF Operating"), ACOF II, Ares EXCO, Ares 892, ACOF Management II, L.P. ("ACOF Management II"), ACOF Operating Manager II, L.P. ("ACOF Operating II"), Ares Management and Ares Partners Management Company LLC ("Ares Partners" and, collectively, the "Ares Entities").
9. The general partner of each of ACOF, ACOF EXCO and ACOF 892 is ACOF Management and the general partner of ACOF Management is ACOF Operating Manager. The general partner of each of ACOF II, Ares EXCO and Ares 892 is ACOF Management II and the general partner of ACOF Management II is ACOF Operating Manager II. Each of ACOF Operating Manager and ACOF Operating Manager II are indirectly controlled by Ares Management which, in turn, is indirectly controlled by Ares Partners. Each of the Ares Entities and the partners, members and managers thereof (other than ACOF, ACOF EXCO, ACOF 892, ACOF II, Ares EXCO and Ares 892) disclaims beneficial ownership of these shares of common stock, except to the extent of any pecuniary interest therein. The address of each Ares Entity is 1999 Avenue of the Stars, Suite 1900, Los Angeles, CA 90067.
10. The filing of 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 or for any other purposes.
Remarks:
Additional Reporting Persons: (i) ACOF Operating Manager II, L.P. (Relationship to the Issuer: Director) c/o Ares Management LLC, 1999 Avenue of the Stars, Suite 1900, Los Angeles, CA 90067; (ii) Ares Management LLC (Relationship to the Issuer: Director), 1999 Avenue of the Stars, Suite 1900, Los Angeles, CA 90067; and (iii) Ares Partners Management Company LLC (Relationship to the Issuer: Director), c/o Ares Management LLC, 1999 Avenue of the Stars, Suite 1900, Los Angeles, CA 90067
See signatures attached as Exhibit 99.1 09/10/2007
** 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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