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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 03/31/2016 | 3. Issuer Name and Ticker or Trading Symbol MAGNUM HUNTER RESOURCES CORP [ MHRCQ ] | |||||||||||||
| 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)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 Cumulative Perpetual Preferred Stock(1) | 430,000 | I | See notes(2)(3)(4)(5) |
| Series D Cumulative Perpetual Preferred Stock(6) | 365,000 | I | See notes(2)(3)(4)(5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. 10.25% Series C Cumulative Perpetual Preferred Stock ("MHR.PRC"). |
| 2. Gruss Capital Management LP, a Delaware limited partnership ("Gruss LP"), which serves as the investment manager to, and has investment discretion over the securities held by, Gruss Global Investors Master, Ltd., a Cayman Islands Exempted Company ("GGI"), and Gruss Global Investors Master Fund (Enhanced), Ltd., a Cayman Islands Exempted Company ("GGIE"), with respect to the relevant stock of Magnum Hunter Resources Corporation (the "Issuer") directly held by GGI and GGIE. Gruss Management, LLC, a Delaware limited liability company ("Gruss"), serves as the general partner to Gruss LP with respect to the relevant stock directly owned by GGI and GGIE. GGI has shared voting and dispositive power over 98,559 shares of MHR.PRC (and similarly, 83,693 shares of MHR.PRD); GGIE has shared voting and dispositive power over 331,441 shares of MHR.PRC (and similarly, over 281,307 shares of MHR.PRD). |
| 3. Sean Dany, managing member and principal owner of Gruss, may be deemed to have voting and dispositive power with respect to the shares of MHR.PRC and MHR.PRD. |
| 4. As such, for MHR.PRC, amounts beneficially owned are as follows: GGI: 98,559; GGIE: 331,441; Gruss LP: 430,000; Gruss: 430,000; and Sean Dany: 430,000. As such, for MHR.PRD, amounts beneficially owned are as follows: GGI: 83,693; GGIE: 281,307; Gruss LP: 365,000; Gruss: 365,000; and Sean Dany: 365,000. |
| 5. Each of GGI, GGIE, Gruss LP, Gruss and Sean Dany, other than with respect to their respective direct holdings, disclaim beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein and the filing of this Form 3 shall not be construed as an admission that any of GGI, GGIE, Gruss LP, Gruss or Sean Dany are the beneficial owner of any securities covered by this Form 3. It is possible that MHR.PRC may, in some circumstances, be considered a voting equity security. This filing is being made as a precautionary matter and shall not be deemed an admission that MHR.PRC is a voting security or that any of the Reporting Persons are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. |
| 6. 8.0% Series D Cumulative Perpetual Preferred Stock ("MHR.PRD"). |
| Remarks: |
| Gruss Capital Management LP, By: Gruss Management, LLC, its General Partner; By: /s/ Howard Guberman, Managing Member | 04/07/2016 | |
| Gruss Global Investors Master Fund, Ltd., By: Gruss Capital Management LP, its Investment Manager; By: Gruss Management, LLC, its General Partner; By: /s/ Howard Guberman, Managing Member | 04/07/2016 | |
| Gruss Global Investors Master Fund (Enhanced), Ltd., By: Gruss Capital Management LP, its Investment Manager; By: Gruss Management, LLC, its General Partner; By: /s/ Howard Guberman, Managing Member | 04/07/2016 | |
| Gruss Management, LLC, By: /s/ Howard Guberman, Managing Member | 04/07/2016 | |
| /s/ Sean Dany | 04/07/2016 | |
| ** 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. | ||