SEC FORM 4

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^*

WL ROSS & CO LLC

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,694,978⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,342,150	I	See Footnotes⁽⁴⁾⁽⁵⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,697,088⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,347,116	I	See Footnotes⁽⁴⁾⁽⁶⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,695,592⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,343,595	I	See Footnotes⁽⁴⁾⁽⁷⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,695,117⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,342,477	I	See Footnotes⁽⁴⁾⁽⁸⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,696,084⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,344,754	I	See Footnotes⁽⁴⁾⁽⁹⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		2,695,796⁽³⁾	A	$5⁽¹⁾⁽²⁾	6,344,076	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		1,482,462⁽³⁾	A	$5⁽¹⁾⁽²⁾	3,488,710	I	See Footnotes⁽⁴⁾⁽¹¹⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		61,627⁽³⁾	A	$5⁽¹⁾⁽²⁾	145,028	I	See Footnotes⁽⁴⁾⁽¹²⁾
Common Stock, par value $0.001 per share	01/17/2014		M⁽¹⁾⁽²⁾		1,881,229⁽³⁾	A	$5⁽¹⁾⁽²⁾	9,406,144	I	See Footnotes⁽⁴⁾⁽¹³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,647,172	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,694,978⁽¹⁾⁽²⁾⁽⁵⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁵⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,650,028	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,697,088⁽¹⁾⁽²⁾⁽⁶⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁶⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,648,003	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,695,592⁽¹⁾⁽²⁾⁽⁷⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁷⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,647,360	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,695,117⁽¹⁾⁽²⁾⁽⁸⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁸⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,648,670	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,696,084⁽¹⁾⁽²⁾⁽⁹⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽⁹⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			3,648,280	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	2,695,796⁽¹⁾⁽²⁾⁽¹⁰⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			2,006,248	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	1,482,462⁽¹⁾⁽²⁾⁽¹¹⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽¹¹⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			83,401	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	61,627⁽¹⁾⁽²⁾⁽¹²⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽¹²⁾
Subscription Rights to Purchase Shares	$5⁽¹⁾⁽²⁾	01/17/2014		M⁽¹⁾⁽²⁾			7,524,915	01/17/2014	01/17/2014⁽¹⁴⁾	Common Stock, par value $0.001 per share	1,881,229⁽¹⁾⁽²⁾⁽¹³⁾	$0.00⁽¹⁾⁽²⁾	0	I	See Footnotes⁽⁴⁾⁽¹³⁾

1. Name and Address of Reporting Person^*

WL ROSS & CO LLC

(Last)

(First)

(Middle)

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

El Vedado, LLC

(Last)

(First)

(Middle)

319 CLEMATIS STREET

ROOM 1000 (10TH FLOOR)

(Street)

WEST PALM BEACH

33401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR Recovery Associates IV LLC

(Last)

(First)

(Middle)

C/O WL ROSS & CO LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV One, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV Two, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV Three, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS GROUP, L.P.

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV Four, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV Five, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS & CO. LLC

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WLR IV Exco AIV Six, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS GROUP, L.P.

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

WL Ross Group, L.P.

(Last)

(First)

(Middle)

C/O WL ROSS GROUP, L.P.

1166 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. EXCO Resources, Inc. (the "Issuer") distributed one subscription right for each share of common stock of the Issuer, par value $0.001 per share (each a "Share"), owned by a holder of record as of 5:00 p.m. New York City time on December 19, 2013 (the "Rights Offering"). The holder of each subscription right was entitled to purchase 0.25 of a Share at a subscription price equal to $5.00 per Share pursuant to the basic subscription right in the Rights Offering. The holders who timely and fully exercised their basic subscription right were also entitled to subscribe for any or all Shares that are not purchased by other shareholders pursuant to the basic subscription right in the Rights Offering at $5.00 per share pursuant to the over-subscription privilege in the Rights Offering.

2. Pursuant to an Investment Agreement, dated December 17, 2013, by and among WLR Recovery Fund IV XCO AIV I, L.P., WLR Recovery Fund IV XCO AIV II, L.P., WLR Recovery Fund IV XCO AIV III, L.P., WLR Select Co-Investment XCO AIV, L.P., WLR/GS Master Co-Investment XCO AIV, L.P., WLR IV Parallel ESC, L.P. and the Issuer (the "Investment Agreement"), on January 17, 2014, Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV (each as defined below) (the "Fund Parties") subscribed for and purchased from the Issuer, in a private placement, (i) an aggregate of 7,876,019 Shares in respect of the basic subscription right in the Rights Offering and (ii) an aggregate of 11,723,954 Shares in respect of the over-subscription privilege in the Rights Offering.

3. Represents Shares acquired from the exercise of the basic subscription right and the over-subscription privilege in the Rights Offering.

4. Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC ("WLR LLC") and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P. ("WLR LP"), which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"), WLR Select Associates LLC ("WLR Select") and WLR Master Co-Investment GP, LLC ("WLR Master"). Fund IV is the general partner of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five and Fund IV AIV Six. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. WLR Select is the general partner of Co-Invest Fund AIV. WLR Master is the general partner of WLR/GS Fund AIV. WLR LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV.

5. These Shares are held by WLR IV Exco AIV One, L.P. ("Fund IV AIV One").

6. These Shares are held by WLR IV Exco AIV Two, L.P. ("Fund IV AIV Two").

7. These Shares are held by WLR IV Exco AIV Three, L.P. ("Fund IV AIV Three").

8. These Shares are held by WLR IV Exco AIV Four, L.P. ("Fund IV AIV Four").

9. These Shares are held by WLR IV Exco AIV Five, L.P. ("Fund IV AIV Five").

10. These Shares are held by WLR IV Exco AIV Six, L.P. ("Fund IV AIV Six").

11. These Shares are held by WLR/GS Master Co-Investment XCO AIV, L.P. ("WLR/GS Fund AIV").

12. These Shares are held by WLR IV Parallel ESC, L.P. ("Parallel Fund").

13. These Shares are held by WLR Select Co-Investment XCO AIV, L.P. ("Co-Invest Fund AIV").

14. Pursuant to the Investment Agreement, Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV subscribed for and purchased Shares upon closing of the transactions contemplated by the Investment Agreement.

Remarks:

This Form 4 is being filed in two parts due to the large number of Reporting Persons. Please reference the Form 4 filing filed on the date hereof separately by WLR LLC, Co-Invest Fund AIV, WLR Select, WLR Master, INVESCO WLR IV Associates LLC, Invesco Private Capital, Inc., WLR/GS Fund AIV and Parallel Fund. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that each Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person	01/17/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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