John C Wilder Jr Form 3 EXCO RESOURCES / John C Wilder Jr ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Wilder John C Jr

(Last) (First) (Middle)

200 CRESCENT CT., SUITE 1900

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2015

3. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,882,353	I	See Footnotes(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to purchase shares of Common Stock	03/31/2019(1)(2)	04/30/2019	Common Stock	15,000,000(3)	2.75	I	See Footnotes(4)(5)
Warrant to purchase shares of Common Stock	03/31/2019(1)(2)	03/31/2020	Common Stock	20,000,000(3)	4	I	See Footnotes(4)(5)
Warrant to purchase shares of Common Stock	03/31/2019(1)(2)	03/31/2021	Common Stock	20,000,000(3)	7	I	See Footnotes(4)(5)
Warrant to purchase shares of Common Stock	03/31/2019(1)(2)	03/31/2021	Common Stock	25,000,000(3)	10	I	See Footnotes(4)(5)

Explanation of Responses:

1. The warrants to purchase shares of common stock of EXCO Resources, Inc. ("EXCO") described in this Table II (the "Warrants") were issued to Energy Strategic Advisory Services LLC ("ESAS") on March 31, 2015, pursuant to the Services and Investment Agreement, dated March 31, 2015, by and among EXCO and ESAS, as amended (the "Services Agreement"), as consideration for the services to be provided by ESAS to EXCO pursuant to the Services Agreement. Unless the Services Agreement is terminated, no portion of the Warrants will become exercisable prior to the 4th anniversary of the Services Agreement, and then, only in accordance with the vesting schedule for exercisability discussed in footnote (3).

2. Prior to March 31, 2019, (a) if EXCO terminates the Services Agreement for any reason other than an ESAS Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), or ESAS terminates the Services Agreement for an EXCO Forfeiture Event (as described in EXCO's Current Report on Form 8-K, filed April 2, 2015, and defined in the Services Agreement filed as an Exhibit thereto), then 100% of the Warrants will fully vest and become exercisable and (b) if ESAS terminates the Services Agreement for any reason other than an EXCO Forfeiture Event, or EXCO terminates the Services Agreement for an ESAS Forfeiture Event, then one hundred percent (100%) of the Warrants will be cancelled and forfeited.

3. Unless accelerated or forfeited in connection with the termination of the Services Agreement, the exercisability of the Warrants is subject to the price of EXCO's common stock achieving certain performance hurdles as compared to a designated peer group. If the Services Agreement is not terminated before March 31, 2019, and EXCO's performance rank is in the bottom half of the designated peer group, then each Warrant shall be forfeited and void. The number of exercisable shares under each Warrant increases linearly from 40% of the shares of EXCO's common stock underlying such Warrant to 100% of the shares of EXCO's common stock underlying such Warrant as EXCO's performance rank increase from the 50th to the 75th percentile, as compared to the designated peer group. If EXCO's performance rank is in the 75th percentile or above, then each Warrant will be exercisable for 100% of the shares of EXCO's common stock underlying such Warrant.

4. Bluescape Resources Company LLC, a Delaware limited liability company ("Bluescape"), owns 100% of the membership interests of ESAS and has the power to direct the affairs of ESAS. Mr. Charles John Wilder, Jr. (the "Reporting Person") has the power to direct the affairs of Bluescape as its Executive Chairman.

5. The Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that he is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the beneficial owner of any securities covered by this statement. The Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of his pecuniary interest in such securities.

Remarks:

	/s/ Charles John Wilder, Jr.	09/15/2015
	** Signature of Reporting Person	Date
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