Sec Form 4 Filing - NIEHAUS ROBERT H @ EXCO RESOURCES INC - 2009-04-01

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
NIEHAUS ROBERT H
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)
12377 MERIT DRIVE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2009
(Street)
DALLAS, TX75251
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 04/01/2009 A 864 ( 1 ) A $ 0 ( 1 ) 5,469 D
Common Stock, par value $0.001 per share 1,450,018 I By Greenhill Capital Partners, L.P. ( 2 )
Common Stock, par value $0.001 per share 207,189 I By Greenhill Capital Partners (Cayman), L.P. ( 2 )
Common Stock, par value $0.001 per share 228,860 I By Greenhill Capital Partners (Executives), L.P. ( 2 )
Common Stock, par value $0.001 per share 458,415 I By Greenhill Capital, L.P. ( 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 (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
NIEHAUS ROBERT H
12377 MERIT DRIVE
SUITE 1700
DALLAS, TX75251
X
Signatures
/s/ Robert H. Niehaus 04/02/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were issued to Mr. Niehaus as compensation for his service on the Issuer's Board of Directors and Committees thereof, if any, pursuant to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc. (the "Plan"). The number of shares is equal to the amount of compensation awarded under the Plan divided by $10.13 which was the closing price for Issuer's common stock on April 1, 2009.
( 2 )By virtue of his ownership and position as Senior Member of GCP 2000, LLC and as Managing Director of Greenhill Capital Partners, LLC, which control the general partners of Greenhill Capital Partners, L.P. and its affiliated investment funds, Mr. Niehaus may be deemed to beneficially own these shares. In addition, GCP Managing Partner, L.P. and GCP, L.P., the general partners of Greenhill Capital Partners, L.P. and its affiliated investment funds, as well as Greenhill Capital Partners, LLC and GCP 2000, LLC, which control the general partners, and Greenhill & Co., Inc., the sole member of Greenhill Capital Partners, LLC, may be deemed to beneficially own these shares. Mr. Niehaus disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Niehaus is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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