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Form 4 HALCON RESOURCES CORP For: May 06 Filed by: ZORICH ROBERT L

May 8, 2015 4:37 PM EDT
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 *
HALRES LLC
(Last) (First) (Middle)
1000 LOUISIANA, SUITE 6700
(Street)
HOUSTON TX 77002
(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2015
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 $0.0001 per share               2 D (1) (2)  
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
8% Convertible Promissory Note $ 4.5 02/08/2012   H     $ 289,668,969.93 02/08/2014 02/08/2017 Common Stock 64,370,882.21 (3) (4) 0 D (1) (2)  
8% Convertible Promissory Note $ 2.44 05/06/2015   P   $ 289,668,969.93 (3) (4)   02/08/2017 02/08/2020 Common Stock 118,716,790.95 (3) (4) $ 289,668,969.93 D (1) (2)  
Warrants (right to buy) $ 4.5 02/08/2012   H     36,666,667 02/08/2012 02/08/2017 Common Stock 36,666,667 (3) (4) 0 D (1) (2)  
Warrants (right to buy) $ 2.44 05/06/2015   P   36,666,667 (3) (4)     (5) 02/08/2020 Common Stock 36,666,667 (3) (4) 36,666,667 D (1) (2)  
Explanation of Responses:
1. These securities are owned directly by HALRES LLC ("HALRES"). EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of HALRES. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed beneficial owners of the securities held by HALRES by virtue of being members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, L.L.C. ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities.
2. This report is filed in connection with the Form 4 filed today by Mr. Miller, a director of the Issuer.
3. On February 8, 2012, the Issuer issued to HALRES a convertible note in the amount of $275.0 million due 2017 together with five year warrants to purchase approximately 36.7 million shares of the Issuer's common stock. The convertible note was convertible into the Issuer's common stock at $4.50 per share and the warrants were exercisable at a price of $4.50 per share.
4. (Continued from footnote 3) The Issuer elected to pay the interest due on the convertible note in kind on March 31, June 30 and September 30, 2012, thereby increasing the amount of the convertible note to $289.7 million. On May 6, 2015, the Issuer's stockholders approved amendments to the convertible note and warrants which (i) extended the maturity date of the convertible note to February 8, 2020, (ii) modified the conversion price of the convertible note to $2.44 per share, (iii) modified the exercise price of the warrants to $2.44 per share and (iv) extended the expiration date of the warrants from February 8, 2017 to February 8, 2020. The amendment is reported above as the cancellation of the prior convertible note and warrants and the acquisition of a new convertible note and warrants.
5. The warrants are exercisable, in whole or in part, at any time before February 8, 2020.
Remarks:
Exhibit List
Exhibit 99 - Joint Filer Information
/s/ Floyd C. Wilson , President and CEO of HALRES LLC 05/08/2015
** 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.
                                                                      Exhibit 99

                         Form 4 Joint Filer Information

Name:                                  Gary R. Petersen

Address:                               1100 LOUISIANA STREET, SUITE 4900
                                       HOUSTON, TX 77002

Designated Filer:                      HALRES LLC

Issuer & Ticket Symbol:                HALCON RESOURCES CORP [HK]

Date of Event Requiring Statement:     05/06/2015

Signature:                             /s/ Gary R. Petersen
                                       ------------------------------

Date:                                  05/08/2015


Name:                                  D. Martin Phillips

Address:                               1100 LOUISIANA STREET, SUITE 4900
                                       HOUSTON, TX 77002

Designated Filer:                      HALRES LLC

Issuer & Ticket Symbol:                HALCON RESOURCES CORP [HK]

Date of Event Requiring Statement:     05/06/2015

Signature:                             /s/ D. Martin Phillips
                                       ------------------------------

Date:                                  05/08/2015


Name:                                  Robert L. Zorich

Address:                               1100 LOUISIANA STREET, SUITE 4900
                                       HOUSTON, TX 77002

Designated Filer:                      HALRES LLC

Issuer & Ticket Symbol:                HALCON RESOURCES CORP [HK]

Date of Event Requiring Statement:     05/06/2015

Signature:                             /s/ Robert L. Zorich
                                       ------------------------------

Date:                                  05/08/2015

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