SEC Form 4 · accession 0001209191-15-071261
HARVEST NATURAL RESOURCES, INC. · HNR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Francisco D'Agostino
Director · 10% Owner
Period of report
Sep 15, 2015
Accepted (ET)
Sep 17, 2015 · 7:06 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 StockF2 | Sep 15, 2015 | J | 70 | $1.00 | D | 0 | I | by CT Energy Holding SRL |
| Common StockF2 | Sep 15, 2015 | C | 8,667,597 | $0.82 | A | 8,667,597 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 9% Convertible Note due 2020F2 | $0.82 | Sep 15, 2015 | C | — | D | Jun 19, 2015 | Jun 19, 2020 | Common Stock | 8,667,597 | 0 | I |
| WarrantF2,F3 | $1.25 | holding | — | — | — | — | — | Common Stock | 34,070,820 | 34,070,820 | I |
| Phantom StockF4,F5 | — | holding | — | — | — | — | — | Common Stock | 53,334 | 53,334 | D |
Explanation of responses
- F1On September 15, 2015, CT Energy Holding SRL ("CT Energy") elected to fully convert the aggregate principal and unpaid interest of a 9.0% convertible senior secured note of the Issuer due 2020 (the "Convertible Note"). The Convertible Note was converted into 8,667,597 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), at a conversion price of $0.82 per share. In connection with the conversion of the Convertible Note, the Issuer redeemed 69.75 shares of the Issuer's Series C Preferred Stock at a redemption price of $1.00 per share. The Series C Preferred Stock had provided CT Energy with voting rights equivalent to the Common Stock underlying the unconverted portion of the Convertible Note.
- F2Mr. D'Agostino is one of the controlling persons of CT Energy SRL and of CTVEN Investments SRL, which is a member of CT Energy. Mr. D'Agostino disclaims beneficial ownership of the Issuer's securities held by CT Energy except to the extent of his pecuniary interest therein. CT Energy purchased from the Issuer the Convertible Note, 69.75 shares of the Issuer's Series C Preferred Stock, the Warrant (defined below) and a non-convertible senior secured note in a transaction that closed on June 19, 2015.
- F3The warrant (the "Warrant") is exercisable for 34,070,820 shares of the Issuer's common stock at an initial exercise price of $1.25 per share, which is subject to anti-dilution adjustments. 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 as reported on the New York Stock Exchange equals or exceeds $2.50 per share over any 30-day period.
- F4Each share of phantom stock is the economic equivalent of one share of HNR common stock.
- F5The phantom stock was granted on September 9, 2015. Each share vests on the first anniversary of the grant and will be exercisable in full on September 9, 2016.