Magnum Hunter Resources POSASR Automatic shelf registration (post-effective amendment)

As filed with the Securities and Exchange Commission on April 27, 2016

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 NO. 333-180603

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

Magnum Hunter Resources Corporation

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation) 001-32997
(Commission File Number) 86-0879278
(I.R.S. Employer Identification
Number)

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(832) 369-6986

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive
offices)

(Name, address, including zip code and telephone
number, including area code, of agent for service)
Paul M. Johnston
909 Lake Carolyn Parkway, Suite 600
Irving, Texas 75039
(832) 369-6986 Copy of communications to:

Matthew R. Pacey, P.C.
Kirkland & Ellis LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
Tel: (713) 835-3600
Fax: (713) 835-3601

Approximate date of commencement of proposed sale to the public:
Not applicable.  Removal from registration of securities that were not sold pursuant to this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	x
Non-accelerated filer	o   (Do not check if a smaller reporting company)	Smaller reporting company	o

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), originally filed by Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission:

·Registration No. 333-180603, filed on Form S-3 on April 5, 2012, pertaining to the registration of 296,859 shares of common stock of the Company.

On December 15, 2015, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 (the “Filing”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which cases are being jointly administered under the caption In re Magnum Hunter Resources Corporation, et al., Case No. 15-12533 (the “Chapter 11 Cases”).

As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

MAGNUM HUNTER RESOURCES CORPORATION
By:	/s/ Gary C. Evans
	Name: Gary C. Evans
	Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

Signature		Title
/s/ Gary C. Evans		Chairman of the Board and Chief Executive Officer
Gary C. Evans		(Principal Executive Officer)
/s/ Joseph C. Daches		Senior Vice President and Chief Financial Officer
Joseph C. Daches		(Principal Financial and Accounting Officer)
*		Director
Victor Carrillo
*		Director
Stephen C. Hurley
*		Director
Joe L. McClaugherty
*		Director
Jeff Swanson
*By:	/s/ Gary C. Evans
	Gary C. Evans Attorney in fact for the persons indicated

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