SEC Form 4 · accession 0001209191-15-070338
HARVEST NATURAL RESOURCES, INC. · HNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Fajardo Oswaldo J Cisneros
Director · 10% Owner
Period of report
Sep 9, 2015
Accepted (ET)
Sep 11, 2015 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000845289
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series C Preferred StockF1,F2 | holding | — | — | — | 70 | I | by CT Energy Holding SRL |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4,F5 | — | Sep 9, 2015 | A | 53,334 | A | — | — | Common Stock, $.01 par value per share | 53,334 | 53,334 | D |
| 9% Convertible Note due 2020F2,F3 | — | holding | — | — | — | Jun 19, 2015 | Jun 19, 2020 | Common Stock, $.01 par value per share | 8,506,097 | 8,506,097 | I |
| WarrantF2,F3 | — | holding | — | — | — | — | — | Common Stock, $.01 par value per share | 34,070,820 | 34,070,820 | I |
Explanation of responses
- F1On June 19, 2015, CT Energy Holding SRL (the "Investor") purchased from the Issuer, among other securities, a 9.0% convertible senior secured note of the Issuer due 2020 in the aggregate principal amount of $6.975 million (the "Convertible Note") that is immediately exercisable into 8,506,097 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") and 69.75 shares of the Issuer's Series C Preferred Stock, which provide the Investor with voting rights equivalent to the Common Stock underlying the unconverted portion of the Convertible Note.
- F2Mr. Cisneros is a member and controlling person of the Investor. Mr. Cisneros disclaims beneficial ownership of the Issuer's securities held by the Investor except to the extent of his pecuniary interest therein.
- F3The Investor acquired the Convertible Note and the Warrant (defined below) as part of a larger transaction in which the Issuer issued and sold to the Investor: a five-year, 15.0% non-convertible senior secured note in the aggregate principal amount of $25.225 million; the Convertible Note; the Series C Preferred Stock; an additional draw 15% non-convertible senior secured note, under which the Investor may elect to provide up to $12 million of additional funds to the Issuer; and a warrant (the "Warrant") exercisable for 34,070,820 shares of the Issuer's common stock at $1.25 per share. The Warrant expires on June 19, 2018 (unless exercised sooner) and may not be exercised until the volume weighted average price of the Issuer's common stock over any 30-day period equals or exceeds $2.50 per share.
- F4Each share of phantom stock is the economic equivalent of one share of HNR common stock.
- F5Phantom Stock granted vests on the first anniversary of the grant and will be exercisable in full on September 9, 2016.