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 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/19/2015 | 3. Issuer Name and Ticker or Trading Symbol HARVEST NATURAL RESOURCES, INC. [ HNR ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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) |
Series C Preferred Stock | 69.75(1) | I | by CT Energy Holding SRL(1)(2) |
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 | ||||
9.0% Convertible Note due 2020 | 06/19/2015 | 06/19/2020 | Common Stock(3) | 8,506,097 | 0.82 | I | by CT Energy Holding SRL(2)(3) |
Warrant | (3) | (3) | Common Stock(3) | 34,070,820 | 1.25 | I | by CT Energy Holding SRL(2)(3) |
Explanation of Responses: |
1. On 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. |
2. Mr. 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. |
3. The 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. The full exercisability of the Warrant is subject to approval by a majority of the Issuer's stockholders voting at an annual or special meeting to approve such exercisability. |
Remarks: |
/s/ Keith L. Head Power of Attorney | 06/29/2015 | |
** 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 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |