| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2014 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/16/2014 | J(1)(2) | 7,297,200(2) | D | $0.00(3) | 0 | D(1)(2) | |||
| Common Stock, par value $0.001 per share | 01/16/2014 | J(1)(4) | 7,295,363(4) | D | $0.00(3) | 0 | D(1)(4) | |||
| Common Stock, par value $0.001 per share | 01/16/2014 | J(1)(5) | 7,296,950(5) | D | $0.00(3) | 0 | D(1)(5) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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., which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"). Fund IV is the general partner of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, 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 (in each case, as defined below). WLR LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, 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. |
| 2. These shares of Common Stock were held by WLR Recovery Fund IV XCO AIV I, L.P. ("Fund IV AIV I"). On January 16, 2014, Fund IV AIV I assigned 3,647,172 shares of Common Stock to WLR IV Exco AIV One, L.P. ("Fund IV AIV One"). On January 16, 2014, Fund IV AIV I assigned 3,650,028 shares of Common Stock to WLR IV Exco AIV Two, L.P. ("Fund IV AIV Two"). The transfers effect only a change in the form of beneficial ownership and are therefore exempt from Section 16 pursuant to Rule 16a-13. |
| 3. N/A |
| 4. These shares of Common Stock were held by WLR Recovery Fund IV XCO AIV II, L.P. ("Fund IV AIV II"). On January 16, 2014, Fund IV AIV II assigned 3,648,003 shares of Common Stock to WLR IV Exco AIV Three, L.P. ("Fund IV AIV Three"). On January 16, 2014, Fund IV AIV II assigned 3,647,360 shares of Common Stock to WLR IV Exco AIV Four, L.P. ("Fund IV AIV Four"). The transfers effect only a change in the form of beneficial ownership and are therefore exempt from Section 16 pursuant to Rule 16a-13. |
| 5. These shares of Common Stock were held by WLR Recovery Fund IV XCO AIV III, L.P. ("Fund IV AIV III"). On January 16, 2014, Fund IV AIV III assigned 3,648,670 shares of Common Stock to WLR IV Exco AIV Five, L.P. ("Fund IV AIV Five"). On January 16, 2014, Fund IV AIV III assigned 3,648,280 shares of Common Stock to WLR IV Exco AIV Six, L.P. ("Fund IV AIV Six"). The transfers effect only a change in the form of beneficial ownership and are therefore exempt from Section 16 pursuant to Rule 16a-13. |
| Remarks: |
| Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each 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 each 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. |
| WLR RECOVERY FUND IV XCO AIV I, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person | 01/17/2014 | |
| WLR RECOVERY FUND IV XCO AIV II, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person | 01/17/2014 | |
| WLR RECOVERY FUND IV XCO AIV III, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Michael J. Gibbons, authorized person | 01/17/2014 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||