Edgar Filing: Resolute Energy Corp

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,958,802

SHARED VOTING POWER

4,500

SOLE DISPOSITIVE POWER

1,958,802

SHARED DISPOSITIVE POWER

4,500

SC 13D Amendment No. 7

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Rule 13d-101)

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Resolute Energy Corporation

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

76116A306

(CUSIP Number)

Jennifer Terrell, Chief Financial Officer

Goff Capital, Inc.

500 Commerce Street, Ste 700

Fort Worth, Texas 76102

(817) 509.3958

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a Copy to:

Robert Robbins

Pillsbury Winthrop Shaw Pittman, LLP

1200 Seventeenth Street, NW

Washington, DC 20036

May 15, 2018

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		NAME OF REPORTING PERSONS John C. Goff
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


1		NAME OF REPORTING PERSONS The John C. Goff 2010 Family Trust 27-6940537
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Goff Family Investments, LP 75-2662546
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


1		NAME OF REPORTING PERSONS Kulik Partners, LP 26-1505767
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2I ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS


1		NAME OF REPORTING PERSONS Cuerno Largo Partners, LP 27-2625185
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS


1		NAME OF REPORTING PERSONS The Goff Family Foundation 26-0562600
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS


1		NAME OF REPORTING PERSONS JCG 2016 Holdings, LP 81-4056276
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Goff REN Holdings, LLC 47-4391712
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Goff REN Holdings II, LLC 82-2024412
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Cuerno Largo, LLC 27-2588730
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Kulik GP, LLC 26-1505712
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS Goff Capital, Inc. 75-2662553
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS JCG 2016 Management, LLC 81-4046210
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas


1		NAME OF REPORTING PERSONS GFS REN GP, LLC 82-1855370
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Texas

The following constitutes Amendment No. 7 (“Amendment No. 7”) to the Schedule 13D (as subsequently amended and supplemented, the “Schedule 13D”) filed by the undersigned on June 22, 2015, as amended and supplemented by Amendment No. 1 to Schedule 13D, filed on July 15, 2015, Amendment No. 2 to Schedule 13D, filed on October 9, 2015, Amendment No. 3 to Schedule 13D, filed on November 12, 2015, Amendment No. 4 to Schedule 13D, filed on July 11, 2016, Amendment No. 5 to Schedule 13D filed on October 11, 2016, and Amendment No. 6 to Schedule 13D, filed on December 21, 2016, relating to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Resolute Energy Corporation (the “Issuer”), a Delaware corporation. The address of the Issuer’s office is 1700 Lincoln St., Suite 2800, Denver, CO 80203. This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. As used herein, “Shares” means shares of Common Stock.

Item 2.

Identity and Background.

Sections A, B and C of Item 2 are hereby amended in their entirety as follows:

A. This statement is being filed by:

The John C. Goff 2010 Family Trust (“Goff Family Trust”), a Texas trust, with respect to the Shares directly and beneficially owned by it;

ii.

Goff Family Investments, LP (“Goff Family Investments”), a Delaware limited partnership, with respect to the Shares directly and beneficially owned by it;

iii.

Goff Capital, Inc. (“Goff Capital”), a Texas corporation, as general partner to Goff Family Investments;

iv.

Kulik Partners, LP (“Kulik Partners”), a Texas limited partnership, with respect to the Shares directly and beneficially owned by it;

Kulik GP, LLC (“Kulik GP”), a Texas limited liability company, as general partner to Kulik Partners;

vi.

Cuerno Largo Partners, LP (“Cuerno Partners”); a Texas limited partnership, with respect to the Shares directly and beneficially owned by it;

vii.

Cuerno Largo, LLC (“Cuerno GP”), a Texas limited liability company, as general partner to Cuerno Partners;

viii.

The Goff Family Foundation (“Goff Foundation”), a Texas non-profit corporation, with respect to the Shares directly and beneficially owned by it;

ix.

John C. Goff, a United States Citizen, as trustee of the Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of the Goff Foundation, as president of Goff Capital, and with respect to the Shares directly and beneficially owned by him;

JCG 2016 Holdings, LP (“JCG 2016 Holdings”), a Texas Limited Partnership, with respect to the Shares beneficially owned by it;

xi.

JCG 2016 Management, LLC (“JCG 2016 Management”), a Texas limited liability company, as General Partner of JCG 2016 Holdings;

xii.

Goff REN Holdings, LLC (“Goff REN”), a Texas limited liability company, with respect to the Shares beneficially owned by it;

xiii.

Goff REN Holdings II, LLC (“Goff REN II”), a Texas limited liability company, with respect to the Shares beneficially owned by it;

xiv.

GFS REN GP, LLC (“GFS REN GP”), a Texas limited liability company, as manager of Goff REN and Goff REN II.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons files this Schedule 13D jointly. The Reporting Persons are filing this Statement jointly, as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

B. The address of the principal office of Goff Family Trust, Goff Family Investments, Kulik Partners, Cuerno Partners, Goff Foundation, Goff Capital, Kulik GP, Cuerno GP, JCG 2016 Holdings, JCG 2016 Management, Goff REN, Goff REN II, GFS REN GP and John C. Goff is 500 Commerce St., Suite 700, Fort Worth, Texas 76102.

C. The principal business of Cuerno Partners, Kulik Partners, Goff Family Trust, Goff Foundation, Goff Family Investments, JCG 2016 Holdings, Goff REN and Goff REN II is to manage investments for a single family. The principal business of Kulik GP, Cuerno GP, JCG 2016 Management, GFS REN GP and Goff Capital is serving as the general partner to Kulik Partners, Cuerno Partners, JCG 2016 Holdings, Goff REN, Goff REN II and Goff Family Investments, respectively. The principal occupation of John C. Goff is serving as president of Goff Capital and as an asset manager in real estate and private equity.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended in its entirety as follows:

The Shares purchased by each of Goff Family Trust, Goff Family Investments, Kulik Partners, Cuerno Partners and Goff Foundation were purchased with working capital in open market purchases. The aggregate purchase price of the 590,063 Shares beneficially owned by Goff Family Trust is approximately $6,495,861.82 . The aggregate purchase price of the 110,000 Shares beneficially owned by Goff Family Investments is approximately $533,379.99. The aggregate purchase price of the 82,000 Shares beneficially owned by Kulik Partners is approximately $403,821.94. The aggregate purchase price of the 42,000 Shares beneficially owned by Cuerno Partners is approximately $159,347.08. The aggregate purchase price of the 15,360 Shares beneficially owned by Goff Foundation is approximately $91,707.90. The aggregate purchase price of the 252,139 Shares beneficially owned by Goff REN is approximately $6,954,473.50. The aggregate purchase price of the 103,900 Shares beneficially owned by Goff REN II is approximately $2,960,950.75. The 2,000 shares of 8¹⁄₈% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share (“Preferred Stock”), of the Issuer, purchased by JCG 2016 Holdings were purchased with working capital in a private placement exempt from registration under Rule 144A on October 7, 2016. The aggregate purchase price of such shares of Preferred Stock, which are convertible into 67,723 Shares of Common Stock, is approximately $2,000,000.00. The aggregate purchase price of the 637,168 Shares (excluding the Shares convertible from the shares of Preferred Stock) beneficially owned by JCG 2016 Holdings, LP, is approximately $4,370,815.08.

The 58,449 Shares purchased by John C. Goff individually, and the 4,500 Shares held in family members’ accounts over which he shares investment and/or dispositive power, were purchased with personal funds in open market purchases. The aggregate purchase price of such Shares beneficially owned by John C. Goff is approximately $304,500.76.

Item 4.

Purpose of the Transaction.

Item 4 is amended to include the following:

On May 15, 2018, an employee of Goff Capital, Inc. was named to the Board of Directors of the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended in its entirety as follows:

The aggregate percentage of Shares reported beneficially owned by Goff Family Trust, Goff Family Investments, Kulik Partners, Cuerno Partners, Goff Foundation, Goff Capital, Kulik GP and Cuerno GP is based upon 23,160,922 Shares outstanding, which is the total number of Shares outstanding as confirmed by the Issuer as of May 7, 2018. The aggregate percentage of Shares reported beneficially owned by JCG 2016 Holdings, JCG 2016 Management, and John C. Goff is based upon 23,228,645 Shares outstanding, which is the total number of Shares outstanding as confirmed by the Issuer as of May 7, 2018, plus the number of Shares issuable upon conversion of the Preferred Stock beneficially owned by such Reporting Persons.

Goff Family Trust

As of close of business on May 17, 2018, Goff Family Trust beneficially owned 590,063 Shares.

Percentage: Approximately 2.5%

ii.

Powers

Sole power to vote or direct vote: 590,063

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 590,063

Shared power to dispose or direct the disposition: 0

iii.

Goff Family Trust has not entered into any transactions in the Shares during the past 60 days.

Goff Family Investments

As of close of business on May 17, 2018, Goff Family Investments beneficially owned 110,000 Shares.

Percentage: Approximately 0.5%

ii.

Powers

Sole power to vote or direct vote: 110,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 110,000

Shared power to dispose or direct the disposition: 0

iii.

Goff Family Investments has not entered into any transactions in the Shares during the past sixty days.

Goff Capital

As of close of business on May 17, 2018, Goff Capital, as general partner of Goff Family Investments, may be deemed to beneficially own 110,000 Shares.

Percentage: Approximately 0.5%

ii.

Powers

Sole power to vote or direct vote: 110,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 110,000

Shared power to dispose or direct the disposition: 0

iii.

Goff Capital has not entered into any transactions in the Shares in the past sixty days. Goff Family Investments has not entered into any transactions in the Shares during the past sixty days.

Kulik Partners

As of close of business on May 17, 2018, Kulik Partners beneficially owned 82,000 Shares.

Percentage: Approximately 0.4%

ii.

Powers

Sole power to vote or direct vote: 82,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 82,000

Shared power to dispose or direct the disposition: 0

iii.

Kulik Partners has not entered into any transactions in the Shares during the past sixty days.

Kulik GP

As of close of business on May 17, 2018, Kulik GP, as general partner of Kulik Partners, may be deemed to beneficially own 82,000 Shares owned by Kulik Partners.

Percentage: Approximately 0.4%

ii.

Powers

Sole power to vote or direct vote: 82,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 82,000

Shared power to dispose or direct the disposition: 0

iii.

Kulik GP has not entered into any transactions in the Shares in the past sixty days. Kulik Partners has not entered into any transactions in the Shares during the past sixty days.

Cuerno Partners

As of close of business on May 17, 2018, Cuerno Partners beneficially owned 42,000 Shares.

Percentage: Approximately 0.2%

ii.

Powers

Sole power to vote or direct vote: 42,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 42,000

Shared power to dispose or direct the disposition: 0

iii.

Cuerno Partners has not entered into any transactions in the Shares in the past 60 days.

Cuerno GP

As of close of business on May 17, 2018, Cuerno GP, as general partner of Cuerno Partners, may be deemed to beneficially own 42,000 Shares owned by Cuerno Partners.

Percentage: Approximately 0.2%

ii.

Powers

Sole power to vote or direct vote: 42,000

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 42,000

Shared power to dispose or direct the disposition: 0

iii.

Cuerno GP has not entered into any transactions in the Shares in the past sixty days. Cuerno Partners has not entered into any transactions in the Shares in the past 60 days.

Goff Foundation

As of close of business on May 17, 2018, Goff Foundation beneficially owned 15,360 Shares.

Percentage: Approximately 0.1%

ii.

Powers

Sole power to vote or direct vote: 15,360

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 15,360

Shared power to dispose or direct the disposition: 0

iii.

The Goff Foundation has not entered into any transactions in the Shares in the past sixty days.

Goff REN

As of close of business on May 17, 2018, Goff REN beneficially owned 252,139 Shares.

Percentage: Approximately 1.1%

ii.

Powers

Sole power to vote or direct vote: 252,139

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 252,139

Shared power to dispose or direct the disposition: 0

iii.

Goff REN has not entered into any transactions in the Shares in the past sixty days.

Goff REN II

As of close of business on May 17, 2018, Goff REN II beneficially owned 103,900 Shares.

Percentage: Approximately 0.4%

ii.

Powers

Sole power to vote or direct vote: 103,900

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 103,900

Shared power to dispose or direct the disposition: 0

iii.

Goff REN II has not entered into any transactions in the Shares in the past sixty days.

GFS REN GP

As of close of business on May 17, 2018, GFS REN GP, as manager of Goff REN and Goff REN II, may be deemed to beneficially own 356,039 Shares owned by Goff REN and Goff REN II.

Percentage: Approximately 1.5%

ii.

Powers

Sole power to vote or direct vote: 356,039

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 356,039

Shared power to dispose or direct the disposition: 0

iii.

GFS REN GP has not entered into any transactions in the Shares in the past sixty days. Goff REN has not entered into any transactions in the Shares in the past 60 days. Goff REN II has not entered into any transactions in the Shares in the past 60 days.

JCG 2016 Holdings

As of close of business on May 17, 2018, JCG 2016 Holdings directly owned 637,168 Shares and 2,000 shares of Preferred Stock, which were convertible into 67,723 Shares, for a total of 704,891 Shares beneficially owned.

Percentage: Approximately 3.0%

ii.

Powers

Sole power to vote or direct vote: 704,891

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 704,891

Shared power to dispose or direct the disposition: 0

iii.

JCG 2016 Holdings has not entered into any transactions in the Shares in the past sixty days.

JCG 2016 Management

As of close of business on May 17, 2018, JCG 2016 Management, as general partner of JCG 2016 Holdings, may be deemed to beneficially own 704,891 Shares.

Percentage: Approximately 3.0%

ii.

Powers

Sole power to vote or direct vote: 704,891

Shared power to dispose or direct the disposition: 0

Sole power to dispose or direct the disposition: 704,891

Shared power to dispose or direct the disposition: 0

iii.

JCG 2016 Management has not entered into any transactions in the Shares in the past 60 days. JCG 2016 Holdings has not entered into any transactions in the Shares in the past sixty days.

John C. Goff

As of close of business on May 17, 2018, as trustee of Goff Family Trust, as managing member of Cuerno GP and Kulik GP, as the sole board member of Goff Foundation, as president of Goff Capital, as managing member of GFS REN GP, and with respect to the Shares directly and beneficially owned by him; John C. Goff may be deemed the beneficial owner of the (1) 590,063 Shares owned by Goff Family Trust, (2) 110,000 Shares owned by Goff Family Investments, (3) 82,000 Shares owned by Kulik Partners, (4) 42,000 Shares owned by Cuerno Partners, (5) 15,360 Shares owned by Goff Foundation, (6) 252,139 Shares owned by Goff REN, (7) 103,900 Shares owned by Goff REN II, (8) 704,891 Shares beneficially owned by JCG 2016 Holdings and (9) 62,949 Shares owned by him individually or held in family members’ accounts over which he shares investment and/or dispositive power.

Percentage: Approximately 8.5%

ii.

Powers

Sole power to vote or direct vote: 1,958,802

Shared power to dispose or direct the disposition: 4,500

Sole power to dispose or direct the disposition: 1,958,802

Shared power to dispose or direct the disposition: 4,500

iii.

John C. Goff, Goff Family Trust, Goff Family Investments, Goff Capital, Kulik Partners, Kulik GP, Cuerno Partners, Cuerno GP, Goff Foundation, Goff REN, Goff REN II, GFS REN GP, JCG 2016 Holdings and JCG 2016 Management have not entered into any transactions in the Shares in the past sixty days.

As general partner of Kulik Partners, Kulik GP may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Kulik Partners Shares. Kulik GP disclaims beneficial ownership of the Kulik Partner Shares, except to the extent of its pecuniary interest therein.

As general partner of Cuerno Partners, Cuerno GP may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Cuerno Partner Shares. Cuerno GP disclaims beneficial ownership of the Cuerno Partner Shares, except to the extent of its pecuniary interest therein.

As general partner of Goff Family Investments, Goff Capital may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of Goff Family Investments Shares. Goff Capital disclaims beneficial ownership of Goff Family Investments Shares, except to the extent of its pecuniary interest therein.

As manager of Goff REN and Goff REN II, GFS REN GP may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of Goff REN and Goff REN II Shares. GFS REN GP disclaims beneficial ownership of Goff REN and Goff REN II Shares, except to the extent of its pecuniary interest therein.

As general partner of JCG 2016 Holdings, JCG 2016 Management may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of JCG 2016 Holdings Shares. JCG 2016 Management disclaims beneficial ownership of JCG 2016 Holdings Shares, except to the extent of its pecuniary interest therein.

As trustee of Goff Family Trust, as managing member of Cuerno GP, Kulik GP and JCG 2016 Management, as the sole board member of Goff Foundation, as president of Goff Capital, and as managing member of GFS REN GP; John C. Goff may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Goff Family Trust Shares, the Kulik Partner Shares, the Cuerno Partner Shares, the Goff Foundation Shares, the Goff Family Investments Shares, the Goff REN Shares, the Goff REN II Shares, and the JCG 2016 Holdings Shares. Mr. Goff disclaims beneficial ownership of those Shares, except to the extent of its pecuniary interest therein.

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

Item 7.

Material to Be Filed as Exhibits

Item 7 is hereby amended in its entirety as follows:

Exhibit 1

Joint Filing Agreement by and among Kulik Partners, LP; Kulik GP, LLC; The John C. Goff 2010 Family Trust; Cuerno Largo Partners, LP; Cuerno Largo LLC; The Goff Family Foundation; Goff Family Investments, LP; Goff Capital, Inc.; John C. Goff; JCG 2016 Management, LLC; JCG 2016 Holdings, LP; Goff REN Holdings, LLC; Goff REN Holdings II, LLC and GFS REN GP, LLC, dated May 17, 2018.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: May 17, 2018


John C. Goff		Kulik Partners, LP
			By: its General Partner, Kulik GP, LLC

By:	/s/ John C. Goff	By:	/s/ John C. Goff
The John C. Goff 2010 Family Trust			John C. Goff, Member
		Cuerno Largo Partners, LP By: its General Partner, Cuerno Largo LLC

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff Trustee		John C. Goff, Member

Kulik GP, LLC		The Goff Family Foundation

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff, Member		John C. Goff Sole Board Member

Cuerno Largo, LLC		Goff Family Investments, LP By: its General Partner, Goff Capital, Inc.

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff, Member		John C. Goff, President

Goff Capital, Inc.		JCG 2016 Holdings, LP By: its General Partner, JCG 2016 Management, LLC

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff, President		John C. Goff, Member Manager

Goff REN Holdings, LLC By: its Manager, GFS REN GP, LLC		JCG 2016 Management, LLC

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff, Managing Member		John C. Goff, Member


Goff REN Holdings II, LLC By: its Manager, GFS REN GP, LLC		GFS REN GP, LLC

By:	/s/ John C. Goff	By:	/s/ John C. Goff
	John C. Goff, Managing Member		John C. Goff, Managing Member