Sec Form 4 Filing - HH-HACII GP, LLC @ Hicks Acquisition CO II, Inc. - 2012-02-01

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 HH-HACII GP, LLC 2. Issuer Name and Ticker or Trading Symbol Hicks Acquisition CO II, Inc. [ HKAC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 CRESCENT COURT, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2012 (Street) DALLAS, TX75201 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 ( 4 ) 02/01/2012 S 8,571 ( 1 ) ( 2 ) D $ 0.0047 ( 4 ) 1,688,573 ( 1 ) ( 2 ) D ( 3 ) Common Stock, par value $0.0001 per share (Earnout Shares) ( 5 ) 02/01/2012 S 2,143 ( 1 ) ( 2 ) D $ 0.0047 ( 5 ) 422,142 ( 1 ) ( 2 ) D ( 3 )

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 HH-HACII GP, LLC 100 CRESCENT COURT SUITE 1200 DALLAS, TX75201 X X HH-HACII, L.P. 100 CRESCENT COURT SUITE 1200 DALLAS, TX75201 X X HICKS THOMAS O 100 CRESCENT COURT SUITE 1200 DALLAS, TX75201 X X Signatures /s/ Thomas O. Hicks, sole member of HH-HACII GP, LLC, general partner of HH-HACII, L.P. 02/01/2012 Signature of Reporting Person Date /s/ Thomas O. Hicks, sole member of HH-HACII GP, LLC 02/01/2012 Signature of Reporting Person Date /s/ Thomas O. Hicks 02/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 4 shall not be construed as an admission that either Thomas O. Hicks (the "Principal"), who is the sole member of HH-HACII GP, LLC, or HH-HACII GP, LLC, which is the general partner of HH-HACII, L.P., is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the Common Stock (as defined in Footnote 4) or Earnout Shares (as defined in Footnote 5) owned by HH-HACII, L.P. ( 2 )Pursuant to Rule 16a-1, each of the Principal and HH-HACII GP, LLC disclaims any beneficial ownership of these securities except to the extent of their respective pecuniary interests. ( 3 )HH-HACII GP, LLC, which is the general partner of HH-HACII, L.P., controls the voting and disposition of securities held by HH-HACII, L.P. The Principal reports the securities held indirectly by HH-HACII GP, LLC because, as the sole member of HH-HACII GP, LLC, the Principal controls the disposition and voting of these securities. ( 4 )HH-HACII, L.P. sold 8,571 shares of common stock, par value 0.0001 per share ("Common Stock"), of Hicks Acquisition Company II, Inc. (the "Issuer") to James C. Musselman in a private transaction. ( 5 )HH-HACII, L.P. sold 2,143 shares of common stock, par value 0.0001 per share, of the Issuer, subject to forfeiture by James C. Musselman in the event that the last sales price of the Issuer's common stock does not equal or exceed $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 24 months following the closing of the Issuer's initial business combination as described in the Issuer's registration statement on Form S-1, as amended (File Number 333-167809) filed with the Securities and Exchange Commission on October 8, 2010) ("Earnout Shares") to James C. Musselman in a private transaction

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).

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