Exco Resources (EXCO) Form 4 EXCO RESOURCES / HAROLD L HICKEY 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^*

HICKEY HAROLD L

(Last) (First) (Middle)

12377 MERIT DRIVE

SUITE 1700

(Street)

DALLAS TX 75251

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2016

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

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
Performance Share Units	(1)	07/01/2016		A		2,222,222		(1)	(1)	Common Stock	2,222,222	$0	2,222,222	D

Explanation of Responses:

1. Represents performance-based share units ("PSUs") that vest at a rate between 0% and 150% of the target number of PSUs (the number of PSUs listed herein) during a three-year performance cycle beginning on July 1, 2016 and ending on July 1, 2019 based on the issuer's relative total shareholder return in comparison to the total shareholder return of a predetermined peer group over the performance cycle. 25% of the PSUs shall be eligible to vest on July 1, 2017 and the remaining 75% of the PSUs shall be eligible to vest on July 1, 2019. The PSUs were issued to Mr. Hickey pursuant to the Amended and Restated 2005 Long-Term Incentive Plan, as amended, and the Performance-Based Share Unit Award Agreement dated July 1, 2016. The PSUs may be settled, at the issuer's discretion, in cash or shares of common stock (subject to a maximum of 2,000,000 shares of common stock), and are subject to forfeiture, accelerated vesting and other restrictions as more fully set forth in these agreements.

Remarks:

	/s/ Harold L. Hickey	07/01/2016
	** 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 4 (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).
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