Keith L Head Form 4 HARVEST NATURAL RESOURCES / KEITH L HEAD ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

HEAD KEITH L

(Last) (First) (Middle)

1177 ENCLAVE PARKWAY

SUITE 300

(Street)

HOUSTON TX 77077

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HARVEST NATURAL RESOURCES, INC. [ HNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $.01 par value per share								34,008(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options(2)	$1.13	07/22/2015		A		81,000		(2)(3)	07/22/2020	Common Stock, $0.1 par value per share	81,000	(3)	317,500(4)	D
Stock Appreciation Right(2)	$1.13	07/22/2015		A		486,000		(2)(5)	07/22/2020	Common Stock, $0.1 par value per share	486,000	(6)	889,000(7)	D
Phantom Stock(8)	(9)	07/22/2015		A		151,000		07/22/2018(8)	(10)	Common Stock, $0.1 par value per share	151,000	(9)	1,100,000(11)	D

Explanation of Responses:

1. Includes shares of restricted stock granted to the reporting person by the Company's board of directors pursuant to various plans.

2. In addition to vesting in one-third increments per year, the options and SARS awarded on July 22, 2015 will not become exercisable until the first day on which the volume weighted average price of the common stock over any 30-day period, commencing on or after the award date, equals or exceeds $2.50 per share, as reported by the New York Stock Exchange.

3. Options granted by the Company's Board of Directors pursuant to the Company's 2006 Long Term Incentive Plan. These options are exercisable in one-third increments per year from the effective date of the grant and will be exercisable in full on July 22, 2018.

4. Includes options to purchase the Company's common stock granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

5. The Stock Appreciation Rights granted vest at a rate of one third per year beginning the first year from the effective date of the grant and will be exercisable in full on July 22, 2018.

6. Stock Appreciation Right granted by the Company's board of directors.

7. Includes options to purchase the Company's common stock and Stock Appreciation Rights granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

8. In addition to the three year vesting requirement, the RSUs awarded on July 22, 2015 will not vest until the first day on which the volume weighted average price of the common stock over any 30-day period, commencing on or after the award date, equals or exceeds $2.50 per share, as reported by the New York Stock Exchange.

9. Each share of phantom stock is the economic equivalent of one share of HNR common stock.

10. Phantom Stock (Restricted Stock Units) have no expiration dates.

11. Includes options to purchase the Company's common stock, Stock Appreciation Rights and Phantom Stock (Restricted Stock Units) granted pursuant to various plans and having varying exercise dates, expiration dates and exercise prices.

Remarks:

	Keith L. Head	07/24/2015
	** 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).
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