Sec Form 4 Filing - ROSS WILBUR L JR @ EXCO RESOURCES INC - 2015-10-29

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ROSS WILBUR L JR 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 319 CLEMATIS STREET, ROOM 1000 (10TH FLOOR) 3. Date of Earliest Transaction (MM/DD/YY) 10/29/2015 (Street) WEST PALM BEACH, FL33401 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 10/29/2015 A 5,000 ( 1 ) A $ 0 ( 1 ) 10,000 D Common Stock, par value $0.001 per share 6,342,150 I See Footnotes ( 2 ) ( 3 ) Common Stock, par value $0.001 per share 6,347,116 I See Footnotes ( 2 ) ( 4 ) Common Stock, par value $0.001 per share 6,343,595 I See Footnotes ( 2 ) ( 5 ) Common Stock, par value $0.001 per share 6,342,477 I See Footnotes ( 2 ) ( 6 ) Common Stock, par value $0.001 per share 6,344,754 I See Footnotes ( 2 ) ( 7 ) Common Stock, par value $0.001 per share 6,344,076 I See Footnotes ( 2 ) ( 8 ) Common Stock, par value $0.001 per share 3,488,710 I See Footnotes ( 2 ) ( 9 ) Common Stock, par value $0.001 per share 145,028 I See Footnotes ( 2 ) ( 10 ) Common Stock, par value $0.001 per share 9,406,144 I See Footnotes ( 2 ) ( 11 )

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 ROSS WILBUR L JR 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL33401 X X Signatures /s/ Wilbur L Ross, Jr. 10/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of restricted stock automatically issued to Wilbur L. Ross, Jr. pursuant to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc., as amended (the "Plan"). All of these shares of restricted common stock vest on October 29, 2016. These shares of restricted stock are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in the Plan ( 2 )Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC ("WLR LLC") and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P. ("WLR LP"), which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"), WLR Select Associates LLC ("WLR Select") and WLR Master Co-Investment GP, LLC ("WLR Master"). Fund IV is the general partner of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five and Fund IV AIV Six. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. WLR Select is the general partner of Co-Invest Fund AIV. WLR Master is the general partner of WLR/GS Fund AIV. WLR LLC is the investment manager of Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three, Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV. ( 3 )These shares are held by WLR IV Exco AIV One, L.P. ("Fund IV AIV One"). ( 4 )These shares are held by WLR IV Exco AIV Two, L.P. ("Fund IV AIV Two"). ( 5 )These shares are held by WLR IV Exco AIV Three, L.P. ("Fund IV AIV Three"). ( 6 )These shares are held by WLR IV Exco AIV Four, L.P. ("Fund IV AIV Four"). ( 7 )These shares are held by WLR IV Exco AIV Five, L.P. ("Fund IV AIV Five"). ( 8 )These shares are held by WLR IV Exco AIV Six, L.P. ("Fund IV AIV Six"). ( 9 )These shares are held by WLR/GS Master Co-Investment XCO AIV, L.P. ("WLR/GS Fund AIV"). ( 10 )These shares are held by WLR IV Parallel ESC, L.P. ("Parallel Fund"). ( 11 )These shares are held by WLR Select Co-Investment XCO AIV, L.P. ("Co-Invest Fund AIV").

Remarks: Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be the beneficial owner of the securities reported herein only to the extent of his pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.