CUSIP No. 76116A108
1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SPO Partners II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
-0-
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
-0-
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
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11.
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Percent of Class Represented by Amount in Row (9)
0.0%
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12.
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Type of Reporting Person (See Instructions)
(PN)
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CUSIP No. 76116A108
1.
|
Names of Reporting Persons.
SPO Advisory Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
CUSIP No. 76116A108
1.
|
Names of Reporting Persons.
San Francisco Partners, L.P.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
CUSIP No. 76116A108
1.
|
Names of Reporting Persons.
SF Advisory Partners, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(PN)
|
CUSIP No. 76116A108
1.
|
Names of Reporting Persons.
SPO Advisory Corp.
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(CO)
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CUSIP No. 76116A108
1.
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Names of Reporting Persons.
John H. Scully
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
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SEC Use Only
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4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
1,040 (1)
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
1,040 (1)
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,040
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
**0.1%
|
12.
|
Type of Reporting Person (See Instructions)
(IN)
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CUSIP No. 76116A108
1.
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Names of Reporting Persons.
Phoebe Snow Foundation, Inc.
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(CO)
|
CUSIP No. 76116A108
1.
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Names of Reporting Persons.
Eli J. Weinberg
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
USA
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
-0-
|
6.
|
Shared Voting Power
-0-
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
-0-
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
0.0%
|
12.
|
Type of Reporting Person (See Instructions)
(IN)
|
CUSIP No. 76116A108
1.
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Names of Reporting Persons.
The John H. Scully Living Trust, dated 10/1/03
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
☐
(b)
☒
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
California
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
5.
|
Sole Voting Power
20 (1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
20 (1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
**0.1%
|
12.
|
Type of Reporting Person (See Instructions)
(OO)
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This Amendment No. 2 (the “Amendment”) amends the Schedule 13G (the “Original 13G”) filed with the Securities and Exchange Commission (“SEC”) on October 30, 2015 and amended on May 2, 2016. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13G, as amended. This is the final amendment to the Original 13G and an exit filing with respect to each of the Reporting Persons listed in Item 2(a).
Item 1.
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(a)
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Name of Issuer
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Resolute Energy Corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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1700 Lincoln Street, Suite 2800,
Denver, Colorado 80203
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Item 2.
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(a)
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Name of Person Filing
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SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Phoebe Snow Foundation, Inc., a California corporation (“PSF”), Eli J. Weinberg (“EJW”) and the John H. Scully Living Trust, dated 10/1/03 (“JHS Trust”) are sometimes hereinafter referred to as the “Reporting Persons.”
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The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
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(b), (c)
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Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
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The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.
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The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.
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The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.
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The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.
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The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.
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The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.
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The principal business address of PSF is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PSF is a California corporation.
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The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the United States of America.
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The principal business address of JHS Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS Trust is a living trust, established for the benefit of JHS. Certain information with respect to JHS, the trustee of the JHS Trust, is set forth above.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
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(e)
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CUSIP Number:
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76116A108
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
☒
.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.