Sec Form 4/A Filing - ARES CORPORATE OPPORTUNITIES FUND LP @ EXCO RESOURCES INC - 2013-08-19

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FORM 4/A
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
ARES CORPORATE OPPORTUNITIES FUND LP
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARES MANAGEMENT LLC, 2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/19/2013
(Street)
LOS ANGELES, CA90067
4. If Amendment, Date Original Filed (MM/DD/YY)
08/21/2013
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 $0.001 per share 08/19/2013( 1 ) S 29,006 D $ 7.5006 13,136,281 ( 2 ) I See footnotes ( 3 ) ( 4 )
Common Stock, par value $0.001 per share 08/20/2013( 1 ) S 77,982 D $ 7.5 13,058,299 ( 2 ) I See footnotes ( 3 ) ( 4 )
Common Stock, par value $0.001 per share 08/21/2013( 1 ) S 44,336 D $ 7.5 13,013,963 ( 2 ) I See footnotes ( 3 ) ( 4 )
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
ARES CORPORATE OPPORTUNITIES FUND LP
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
ACOF EXCO, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
ACOF EXCO 892 Investors, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
ACOF MANAGEMENT LP
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
ACOF OPERATING MANAGER LP
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
Ares Corporate Opportunities Fund II, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
Ares EXCO, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
Ares EXCO 892 Investors, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
ACOF Management II, L.P.
C/O ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR
LOS ANGELES, CA90067
X
Signatures
See signatures attached as Exhibit 99.1 08/26/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4/A is filed jointly by Ares Corporate Opportunities Fund, L.P. ("ACOF"), ACOF EXCO, L.P. ("ACOF EXCO"), ACOF EXCO 892 Investors, L.P. ("ACOF 892"), ACOF Management, L.P. ("ACOF Management"), ACOF Operating Manager, L.P. ("ACOF Operating"), Ares Corporate Opportunities Fund II, L.P. ("ACOF II"), Ares EXCO, L.P. ("Ares EXCO"), Ares EXCO 892 Investors, L.P. ("Ares 892" and together with ACOF II and Ares EXCO, the "ACOF II Entities"), ACOF Management II, L.P. ("ACOF Management II"), ACOF Operating Manager II, L.P. ("ACOF Operating II"), Ares Management LLC ("Ares Management") and Ares Partners Management Company LLC ("Ares Partners" and, collectively the "Ares Entities").
( 2 )This amendment is filed to correct a clerical error in the original Form 4 filed August 21, 2013, with respect to the amount of securities beneficially owned. This amount includes 72,500 options to acquire shares of the Issuer's Common Stock held by Mr. Jeffrey Serota, which is the vested portion of 80,000 options granted to Mr. Serota in his capacity as a director of the Issuer. Mr. Serota is a Senior Advisor in the Private Equity Group of Ares Management, which indirectly controls ACOF, ACOF EXCO and ACOF 892, the disposing stockholders. Pursuant to the policies of the Ares Entities, these stock options are held by Mr. Serota as nominee on behalf of, and for the sole benefit of Ares Management and Mr. Serota has assigned all economic, pecuniary and voting rights in respect of these stock options to Ares Management. Mr. Serota disclaims beneficial ownership of these stock options and any securities held by the Ares Entities, except to the extent of any pecuniary interest therein.
( 3 )The general partner of each of ACOF, ACOF EXCO and ACOF 892 is ACOF Management and the general partner of ACOF Management is ACOF Operating Manager. The general partner of each of ACOF II, Ares EXCO and Ares 892 is ACOF Management II and the general partner of ACOF Management II is ACOF Operating Manager II. Each of ACOF Operating Manager and ACOF Operating Manager II are indirectly controlled by Ares Management which, in turn, is indirectly controlled by Ares Partners. Ares Partners is managed by an executive committee comprised of Antony Ressler, Michael Arougheti, John B. Bartling, Jr., David Kaplan, Gregory Margolies and Bennett Rosenthal. Because the executive committee acts by consensus/majority approval, none of the members of the executive committee has sole voting or dispositive power with respect to any shares of the Issuer's common stock. (continued to footnote 4)
( 4 )Each of the members of the executive committee, the Ares Entities and the officers, partners, members and managers thereof (other than ACOF, ACOF EXCO, ACOF 892, ACOF II, Ares EXCO and Ares 892) expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. The address of each Ares Entity is 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067. The filing of this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purposes.

Remarks:
Additional Reporting Persons: (i) ACOF Operating Manager II, L.P. (Relationship to the Issuer: Director), c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067; (ii) Ares Management LLC (Relationship to the Issuer: Director), 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067; and (iii) Ares Partners Management Company LLC (Relationship to the Issuer: Director), c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

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