Sec Form 4 Filing - Natural Gas Partners VII, L.P. @ Resolute Energy Corp - 2013-10-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Natural Gas Partners VII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Resolute Energy Corp [ REN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
5221 N. O'CONNOR BLVD., SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
10/15/2013
(Street)
IRVING, TX75039
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/15/2013 S( 1 ) 48,000 ( 2 ) D $ 10.1 ( 3 ) 1,392,258 ( 2 ) D ( 2 ) ( 4 )
Common Stock, par value $0.0001 per share 10/15/2013 S( 1 ) 2,000 ( 5 ) D $ 10.1 ( 3 ) 66,858 ( 5 ) I See Footnotes ( 4 ) ( 5 )
Common Stock, par value $0.0001 per share 10/16/2013 S( 1 ) 48,000 ( 2 ) D $ 10.53 ( 6 ) 1,344,258 ( 2 ) D ( 2 ) ( 4 )
Common Stock, par value $0.0001 per share 10/16/2013 S( 1 ) 2,000 ( 5 ) D $ 10.53 ( 6 ) 64,858 ( 5 ) I See Footnotes ( 4 ) ( 5 )
Common Stock, par value $0.0001 per share 10/17/2013 S( 1 ) 48,000 ( 2 ) D $ 10.51 ( 7 ) 1,296,258 ( 2 ) D ( 2 ) ( 4 )
Common Stock, par value $0.0001 per share 10/17/2013 S( 1 ) 2,000 ( 5 ) D $ 10.51 ( 7 ) 62,858 ( 5 ) I See Footnotes ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Natural Gas Partners VII, L.P.
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
HERSH KENNETH A
5221 N. O'CONNOR BLVD., SUITE 1100
IRVING, TX75039
X
Signatures
Natural Gas Partners VII, L.P., by G.F.W. Energy VII, L.P., its general partner, by GFW VII, L.L.C., its general partner, by /s/ Kenneth A. Hersh, authorized member 10/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan and the reporting person did not select the date of execution.
( 2 )These securities are held directly by Natural Gas Partners VII, L.P. ("NGP VII"). Kenneth A. Hersh ("Mr. Hersh") is an authorized member of GFW VII, L.L.C. ("GFW LLC"), which is the sole general partner of G.F.W. Energy VII, L.P. ("GFW Energy"), which is the sole general partner of NGP VII, and may be deemed an indirect beneficial owner of the securities currently owned by NGP VII.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.94 to $10.24, inclusive. Each reporting person undertakes to provide to Resolute Energy Corporation (the "Issuer"), any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3), (6) and (7) to this Form 4.
( 4 )Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
( 5 )These securities are held directly by NGP-VII Income Co-Investment Opportunities, L.P. ("Co-Invest"). Mr. Hersh is an authorized member of GFW, LLC, which is the sole general partner of GFW Energy, which is the sole general partner of NGP VII, which owns 100% of NGP Income Management, L.L.C., which is the sole general partner of Co-Invest, and may be deemed an indirect beneficial owner of the securities currently owned by Co-Invest.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.26 to $10.76, inclusive.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.39 to $10.66, inclusive.

Remarks:
Exhibit ListExhibit 99 - Joint Filer Information

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