Schedule 13D Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 1 )

 

 

Halcón Resources Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

40537Q209

(CUSIP Number)

COPY TO:

Joshua Beiser, Esq.

Assistant Secretary

Kellen Holdings, LLC

175 Berkeley Street

Boston, MA 02116

(617) 357-9500

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

January 18, 2013

(Dates of Events which Require Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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(b) 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 (“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).

 

 

 


SCHEDULE 13D

 

CUSIP No. 40537Q209   Page 2 of 8 Pages

 

  1.   

NAME OF REPORTING PERSONS

 

Kellen Holdings, LLC

  2.  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3.  

SEC USE ONLY

 

  4.  

SOURCE OF FUNDS

 

    OO

  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)    ¨

 

    N/A

  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7.    

SOLE VOTING POWER

 

    14,671,666 less than 5%

     8.   

SHARED VOTING POWER

 

    0 shares

     9.   

SOLE DISPOSITIVE POWER

 

    14,671,666 less than 5%

   10.   

SHARED DISPOSITIVE POWER

 

    0 shares

11.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    14,671,666 less than 5%

12.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

    N/A

13.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    4.0%

14.

 

TYPE OF REPORTING PERSON

 

    OO

 

 

Page 2 of 8


Kellen Holdings, LLC (“Kellen”) hereby amends the report on Schedule 13D filed with the Commission on September 26, 2012 (the “Schedule 13D”), with respect to the shares of common stock outstanding, par value $0.0001, of Halcón Resources Corporation (the “Issuer” or “Halcón”). The principal executive offices of the Issuer are located at 1000 Louisiana Street, Suite 6700, Houston, Texas 77002.

Except as set forth below, all Items on the Schedule 13D remain unchanged. Capitalized terms used by not defined herein have the meaning assigned to them in the Schedule 13D.

 

Item 1. Security and Issuer.

No Modification.

 

Item 2. Identity and Background.

Item 2 is amended with respect to Schedule A, updating of the Executive Officers and Directors of Liberty Mutual Holding Company Inc.

 

Item 3. Source and Amount of Funds or Other Consideration.

No Modification.

 

Item 4. Purpose of Transaction.

No Modification.

 

Item 5. Interest in Securities of the Issuer.

Items 5(a) is amended and restated as follows:

Kellen owns an aggregate amount of 14,671,666 shares of Halcón Common Stock. As a result of Halcón’s stockholders approving the issuance of approximately 108.8 million shares of Halcón Common Stock upon the conversion of the convertible preferred stock issued to Petro-Hunt Holdings, LLC and an affiliate in connection with a recent merger transaction, Kellen’s shares now constitute approximately 4.0% of the 366,953,461 issued and outstanding shares of Halcón Common Stock.

Items 5(b) – 5(d). No Modification.

Item 5(e) is amended and restated as follows:

Effective January 18, 2013, Kellen has ceased to be a beneficial owner of more than 5% of Halcón Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

No Modification.

 

Item 7. Material to be Filed as Exhibits.

No Modification.

 

Page 3 of 8


SIGNATURES

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.

 

    KELLEN HOLDINGS, LLC
Dated: January 28, 2013     By:  

/s/ Daniel A. Rioux

      Daniel A. Rioux
      President and Chief Executive Officer

 

Page 4 of 8


SCHEDULE A

Controlling Persons

Kellen Holdings, LLC, a Delaware limited liability company, is a direct subsidiary of Liberty Energy Holdings, LLC, a Delaware limited liability company (“LEH”) and is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Kellen Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities.

The officer and director information for Kellen Holdings, LLC and Liberty Mutual Holding Company Inc. is as set forth below. The officer and director information for LEH is the same as Kellen.

 

Page 5 of 8


Kellen Holdings, LLC

175 Berkeley Street

Boston, Massachusetts 02116

Executive Officers

 

A. Alexander Fontanes    Gregory S. Morzano    Daniel A. Rioux
Chairman of the Board    Chief Executive Officer and    Chief Executive Officer,
Citizenship: U.S.A.    President    President and Treasurer
   Citizenship: U.S.A.    Citizenship: U.S.A.
Dennis J. Langwell    Dexter R. Legg    James F. Kelleher
Chief Financial Officer and    Secretary and    Senior Vice President and
Senior Vice President    Vice President    Chief Legal Officer
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Scott E. Carson    Sean P. O’Neill    Gary Ostrow
Vice President    Vice President    Vice President
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Caury Bailey    Mark D’Amato    David G. Hayter
Assistant Treasurer    Assistant Treasurer    Assistant Treasurer
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Michael P. Russell    Laurance H.S. Yahia    Steven M. Zagoren
Assistant Treasurer    Assistant Treasurer    Assistant Treasurer
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.
Joshua E. Beiser    Kristin L. Kelley    James R. Pugh
Assistant Secretary    Assistant Secretary    Assistant Secretary
Citizenship: U.S.A.    Citizenship: U.S.A.    Citizenship: U.S.A.

Directors

 

A. Alexander Fontanes    Dennis J. Langwell    James F. Kelleher
Chairman of the Board    Chief Financial Officer    Senior Vice President and
Citizenship: U.S.A.    and Senior Vice President    Chief Legal Officer
   Citizenship: U.S.A.    Citizenship: U.S.A.

 

Page 6 of 8 Pages


Executive Officers and Directors of Ultimate Control Person

Liberty Mutual Holding Company Inc.

175 Berkeley Street

Boston, Massachusetts 02116

Executive Officers

 

Edmund F. Kelly

Chairman of the Board

Citizenship: U.S.A.

  

David H. Long

Chief Executive Officer

and President

Citizenship: U.S.A.

  

James P. Condrin, III

Executive Vice President

Citizenship: U.S.A.

A. Alexander Fontanes

Executive Vice President and

Chief Investment Officer

Citizenship: U.S.A.

  

Christopher L. Peirce

Executive Vice President

Citizenship: U.S.A.

  

Timothy M. Sweeney

Executive Vice President

Citizenship: U.S.A.

Luis Bonell

Executive Vice President

Citizenship: Spain

  

James M. McGlennon

Senior Vice President and

Chief Information Officer

Citizenship: U.S.A.

  

Laurance H.S. Yahia

Vice President and Treasurer Citizenship: U.S.A.

Dennis J. Langwell

Senior Vice President and

Chief Financial Officer

Citizenship: U.S.A.

  

James F. Kelleher

Senior Vice President and

Chief Legal Officer

Citizenship: U.S.A.

  

Paul G. Alexander

Senior Vice President

Citizenship: U.S.A.

Dexter R. Legg

Vice President and Secretary

Citizenship: U.S.A.

  

J. Eric Brosius

Senior Vice President and

Corporate Actuary

Citizenship: U.S.A.

  

Melanie M. Foley

Senior Vice President

Citizenship: U.S.A.

Steven M. Zagoren

Assistant Treasurer

Citizenship: U.S.A.

  

Gary J. Ostrow

Vice President

Citizenship: U.S.A.

  

John D. Doyle

Vice President and Comptroller Citizenship: U.S.A.

 

Page 7 of 8 Pages


Liberty Mutual Holding Company Inc.

175 Berkeley Street

Boston, Massachusetts 02116

Directors

 

Edmund F. Kelly

Chairman of the Board

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

David H. Long

Chief Executive Officer

and President

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Michael J. Babcock

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Charles I. Clough, Jr.

Chairman and

Chief Executive Officer

Clough Capital Partners, LP

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Nicholas M. Donofrio

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Francis A. Doyle, III

President and

Chief Operating Officer and

President

Connell Limited Partnership

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Marian L. Heard

President and

Chief Executive Officer

Oxen Hill Partners

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

John P. Manning

Chief Executive Officer

Boston Capital Corporation

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Thomas J. May

Chairman, President and

Chief Executive Officer

NSTAR

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Ellen A. Rudnick

Executive Director and Clinical

Professor, Polsky Center for Entrepreneurship, University of

Chicago Booth School of Business

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

Martin P. Slark

Vice Chairman and

Chief Executive Officer

Molex Incorporated

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

  

William C. Van Faasen

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: U.S.A.

Annette M. Verschuren

Private Investor

c/o Liberty Mutual Holding

Company Inc.

Citizenship: Canada

     

 

Page 8 of 8 Pages