UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
  
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)
 
 
 
  
RESOLUTE ENERGY CORPORATION
(Name of Issuer)
 
 
 
  
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
 
76116A108
(CUSIP Number)
 
December 31, 2016
(Date of Event which Requires Filing of this Statement)
 
 
 
  
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐
Rule 13d-1(b)

☒
Rule 13d-1(c)

☐
Rule 13d-1(d)

*
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 (“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).

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 control number.




CUSIP No. 76116A108

1.
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
 
SPO Partners II, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (PN)



Page 2 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
SPO Advisory Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (PN)



Page 3 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
San Francisco Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (PN)



Page 4 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
SF Advisory Partners, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (PN)



Page 5 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
SPO Advisory Corp.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (CO)



Page 6 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
John H. Scully
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    1,040 (1)
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    1,040 (1)
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    1,040
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    **0.1%
12.
Type of Reporting Person (See Instructions)
 
    (IN)
_______________

**
Denotes less than

(1)
Of these shares, 20 shares of Common Stock may be deemed to be beneficially owned by Mr. Scully solely in his capacity as the trustee of the John H. Scully Living Trust, dated 10/1/03, and 1,020 shares of Common Stock are held in the John H. Scully individual retirement account, which is self-directed.



Page 7 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
Phoebe Snow Foundation, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (CO)



Page 8 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
Eli J. Weinberg
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    USA
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    -0-
6.
Shared Voting Power
 
    -0-
7.
Sole Dispositive Power
 
    -0-
8.
Shared Dispositive Power
 
    -0-
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    -0-
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    0.0%
12.
Type of Reporting Person (See Instructions)
 
    (IN)



Page 9 of 14

CUSIP No. 76116A108

1.
Names of Reporting Persons.
 
The John H. Scully Living Trust, dated 10/1/03
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  ☐         (b)  ☒
 
3.
SEC Use Only
 
4.
Citizenship or Place of Organization
 
    California
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
5.
Sole Voting Power
 
    20 (1)
6.
Shared Voting Power
 
    0
7.
Sole Dispositive Power
 
    20 (1)
8.
Shared Dispositive Power
 
    0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
    20
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ☐
 
11.
Percent of Class Represented by Amount in Row (9)
 
    **0.1%
12.
Type of Reporting Person (See Instructions)
 
    (OO)
_______________

**
Denotes less than

(1)
Power is exercised through its trustee, John H. Scully.



Page 10 of 14

This Amendment No. 2 (the “Amendment”) amends the Schedule 13G (the “Original 13G”) filed with the Securities and Exchange Commission (“SEC”) on October 30, 2015 and amended on May 2, 2016. Terms used herein and not defined herein shall have the meanings ascribed thereto in the Original 13G, as amended.  This is the final amendment to the Original 13G and an exit filing with respect to each of the Reporting Persons listed in Item 2(a).

Item 1.
(a)
Name of Issuer
     
   
Resolute Energy Corporation
     
 
(b)
Address of Issuer’s Principal Executive Offices
     
   
1700 Lincoln Street, Suite 2800, Denver, Colorado 80203
     
Item 2.
(a)
Name of Person Filing
     
   
SPO Partners II, L.P., a Delaware limited partnership (“SPO”), SPO Advisory Partners, L.P., a Delaware limited partnership (“SPO Advisory Partners”), San Francisco Partners, L.P., a California limited partnership (“SFP”), SF Advisory Partners, L.P., a Delaware limited partnership (“SF Advisory Partners”), SPO Advisory Corp., a Delaware corporation (“SPO Advisory Corp.”), John H. Scully (“JHS”), Phoebe Snow Foundation, Inc., a California corporation (“PSF”), Eli J. Weinberg (“EJW”) and the John H. Scully Living Trust, dated 10/1/03 (“JHS Trust”) are sometimes hereinafter referred to as the “Reporting Persons.”
     
   
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Act”), although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.
     
 
(b), (c)
Address of Principal Business Office or, if None, Residence; Citizenship of Reporting Persons
     
   
The principal business address of SPO is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO is a Delaware limited partnership.
     
   
The principal business address of SPO Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Partners is a Delaware limited partnership.
     
   
The principal business address of SFP is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SFP is a California limited partnership.
     
   
The principal business address of SF Advisory Partners is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SF Advisory Partners is a Delaware limited partnership.
     
   
The principal business address of SPO Advisory Corp. is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. SPO Advisory Corp. is a Delaware corporation.
     
   
The principal business address of JHS is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS is a citizen of the United States of America.
     
   
The principal business address of PSF is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. PSF is a California corporation.
     
   
The principal business address of EJW is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. EJW is a citizen of the United States of America.
     
   
The principal business address of JHS Trust is 591 Redwood Highway, Suite 3215, Mill Valley, California 94941. JHS Trust is a living trust, established for the benefit of JHS. Certain information with respect to JHS, the trustee of the JHS Trust, is set forth above.
     
 
(d)
Title of Class of Securities
     
   
Common Stock, par value $0.0001 per share
     
 
(e)
CUSIP Number:
     
   
76116A108

Item 3.
Statement filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c):
   
 
Not Applicable.


Page 11 of 14


Item 4.
Ownership.
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(b)
(a)
(c)(i)
(c)(ii)
(c)(iii)
(c)(iv)
       
Common Shares
    
     
Voting Power
Disposition Power
Reporting Persons
Percent of Class
Beneficially Owned
Sole
Shared
Sole
Shared
SPO Partners II, L.P.
0.0%
0
0
0
0
0
SPO Advisory Partners, L.P.
0.0%
0
0
0
0
0
San Francisco Partners, L.P.
0.0%
0
0
0
0
0
SF Advisory Partners, L.P.
0.0%
0
0
0
0
0
SPO Advisory Corp.
0.0%
0
0
0
0
0
John H. Scully
**0.1%
1,040
1,040
0
1,040
0
Phoebe Snow Foundation, Inc.
0.0%
0
0
0
0
0
Eli J. Weinberg
0.0%
0
0
0
0
0
John H. Scully Living Trust
**0.1%
20
20
0
20
0
_______________

** Denotes less than

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
No other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, or other proceeds from the sale of, the common shares held by the Reporting Persons.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not Applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not Applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not Applicable.
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.


Page 12 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
February 14, 2017
  
 
Date
  
     
 
/s/ Kim M. Silva
  
 
Signature
  
     
 
Kim M. Silva
  
 
Attorney-in-fact for:
  
     
 
SPO Partners II, L.P. (1)
  
 
SPO Advisory Partners, L.P. (1)
  
 
San Francisco Partners, L.P. (1)
  
 
SF Advisory Partners, L.P. (1)
  
 
SPO Advisory Corp. (1)
  
 
John H. Scully (1)
  
 
Phoebe Snow Foundation, Inc. (1)
  
 
Eli J. Weinberg (1)
  

(1)
A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.



Page 13 of 14

EXHIBIT INDEX

Exhibit
Document Description
   
A
Agreement Pursuant to Rule 13d-1(k)
   
B
Power of Attorney (previously filed)
   


Page 14 of 14