UNITED STATES Check the appropriate box to designate the rule
pursuant to which this Schedule is filed: o Rule 13d-1(b) þ Rule 13d-1(c) o 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 the disclosures provided in a prior cover page.
The information required in 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).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
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CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
2 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Integrated Core Strategies (US) LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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- (See Item 4(a)) | ||
| 7 |
SOLE DISPOSITIVE POWER -0- | ||
| 8 |
SHARED DISPOSITIVE
POWER -0- (See Item 4(a)) | ||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
3 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities II LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
4 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
ICS Opportunities, Ltd. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON CO |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
5 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium International Management LP |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON PN |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
6 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
7 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Millennium Group Management LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 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- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 | TYPE OF REPORTING PERSON OO |
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CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
8 |
of |
15 |
| 1 |
NAMES OF REPORTING PERSONS
Israel A. Englander |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ |
| 3 |
SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER -0- |
| 6 |
SHARED VOTING POWER -0- (See Item 4(a)) | |
| 7 |
SOLE DISPOSITIVE POWER -0- | |
| 8 |
SHARED DISPOSITIVE POWER -0- (See Item 4(a)) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON -0- (See Item 4(a)) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
o |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9) 0.0% |
| 12 |
TYPE OF REPORTING
PERSON IN |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
9 |
of |
15 |
| Item 1. | ||
|
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(a) | Name of Issuer: |
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|
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Resolute Energy Corporation, a Delaware corporation (the "Issuer"). | |
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||
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(b) | Address of Issuer’s Principal Executive Offices: |
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1700 Lincoln Street, Suite 2800 | |
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Item 2. |
(a) | Name of Person Filing: |
|
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(b) | Address of Principal Business Office: |
|
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(c) | Citizenship: |
|
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Integrated Core Strategies (US) LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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ICS Opportunities II LLC c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
|
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ICS Opportunities, Ltd. c/o Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands | |
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Millennium International Management LP 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Millennium Group Management LLC
666 Fifth Avenue New York, New York 10103 Citizenship: Delaware | |
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Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States | |
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| (d) | Title of Class of Securities: | |
| common stock, par value $0.0001 per share ("Common Stock") | ||
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||
| (e) | CUSIP Number: | |
| 76116A306 |
|
CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
10 |
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15 |
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
|
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(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |||
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(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |||
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(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |||
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(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |||
|
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(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
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(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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CUSIP
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SCHEDULE 13G |
Page |
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of |
15 |
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(g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |||
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(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |||
|
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(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |||
|
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(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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.
(a) Amount Beneficially Owned:
As of the close of business on February 28, 2019, the reporting persons beneficially owned an aggregate of 1,192,358 shares of the Issuer’s Common Stock, or 5.1% of the Issuer’s Common Stock outstanding. The calculation of the foregoing percentage was based on 23,329,303 shares of the Issuer’s Common Stock outstanding as of January 18, 2019, as per the Issuer’s Form 8-K dated February 25, 2019.
On November 18, 2018, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cimarex Energy Co., a Delaware corporation ("Cimarex"), CR Sub 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Cimarex ("Merger Sub 1"), and Cimarex Resolute LLC (formerly known as CR Sub 2 LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Cimarex ("Merger Sub 2"). On March 1, 2019, Merger Sub 1 merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation in the First Merger, and thereafter, the Issuer merged with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving company in the second merger (together with the First Merger, the "Merger"). Pursuant to the Merger, each share of the Issuer’s Common Stock issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive (in accordance with such holder’s election and subject to proration as described in the Merger Agreement), one of the following forms of consideration: (1) an amount in cash equal to $14.00, without interest, and 0.2366 shares of common stock of Cimarex, par value $0.01 per share; (2) an amount of cash, without interest, equal to $35.00; or (3) 0.3943 shares of Cimarex Common Stock. Accordingly, after the Merger was completed, the reporting persons no longer beneficially owned any shares of the Issuer’s Common Stock.
(b) Percent of Class:
0.0% (See Item 4(a)).
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CUSIP
No. |
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SCHEDULE 13G |
Page |
12 |
of |
15 |
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
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 þ .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
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CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
13 |
of |
15 |
Exhibits:
Exhibit I: Joint Filing Agreement, dated as of March 8, 2019, by and among Integrated Core Strategies (US) LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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CUSIP
No. |
76116A306 |
SCHEDULE 13G |
Page |
14 |
of |
15 | ||||
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SIGNATURE |
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: March 8, 2019
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
Israel A. Englander
SCHEDULE 13G
Page of EXHIBIT I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, par value $0.0001 per share, of Resolute Energy Corporation, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: March 8, 2019
INTEGRATED CORE STRATEGIES (US) LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES II LLC
By: Integrated Holding Group LP,
its Managing Member
By: Millennium Management LLC,
its General PartnerName: Mark Meskin
Title: Chief Trading Officer
ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment ManagerName: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM INTERNATIONAL MANAGEMENT LP
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
MILLENNIUM GROUP MANAGEMENT LLC
Name: Mark Meskin
Title: Chief Trading Officer
Israel A. Englander