| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MISSION RESOURCES CORP [ MSSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/23/2004 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 $.01 per share ("Common Stock") | 04/23/2004 | P(1) | 1,250,000 | A | $2.4193 | 1,250,000(2)(3) | I(2)(3) | by Guggenheim Capital, LLC | ||
| Common Stock | 04/23/2004 | S(1) | 1,250,000 | D | $2.4193 | 5,000,000(2)(3) | D(2)(3) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 23, 2004, Stellar Funding Ltd. ( "Stellar") sold 1,250,000 shares of Common Stock to Guggenheim Capital, LLC ("GC") for 2.419333336 per share in a private transaction. |
| 2. Stellar is a private investment vehicle managed by Guggenheim Investment Management, LLC ("GIM"), a wholly owned subsidiary of GC. After giving effect to the transaction that is the subject of this Form 4, Stellar is the direct beneficial owner of 5,000,000 shares of Common Stock and GC is the direct beneficial owner of 1,250,000 shares of Common Stock. GIM is authorized to vote and exercise dispositive power over the shares of Common Stock owned by Stellar and, accordingly, may be an indirect beneficial owner of the 5,000,000 shares of Common Stock owned by Stellar. GIM, as a registered investment advisor, is eligible for the exclusion provided in clause (v) of Rule 16a-1(a)(1), GC is the parent of GIM, owns 1,250,000 shares of Common Stock and may be considered to be acting as a group with Stellar. Accordingly GC may be deemed an indirect beneficial owner of the 5,000,000 shares owned by Stellar. |
| 3. Each reporting person disclaims beneficial ownership of such Common Stock except to the extent of its pecuniary interest therein, and the inclusion of such Common Stock in this report shall not be deemed an admission of the beneficial ownership of such reported Common Stock for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act") or for any other purpose, and each reporting person disclaims membership in any group for purposes of Section 13 of the Exchange Act or for any other purpose. |
| Remarks: |
| Please see attached Joint Filer Information. |
| /s/ Todd Boehly, as Managing Director of Guggenheim Investment Management, LLC, the Collateral Manager for Stellar Funding, Ltd. | 04/23/2004 | |
| ** 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. | ||