Exco Resources (EXCO) Form 4 EXCO RESOURCES / John C Wilder Jr 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^*

Wilder John C Jr

(Last) (First) (Middle)

200 CRESCENT CT., SUITE 1900

(Street)

DALLAS TX 75201

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2017

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
Warrants (right to buy)	$0.93	05/31/2017(1)		P(1)		75,268,818		05/31/2017	05/31/2022	Common Stock	75,268,818	(1)	75,268,818	I(2)(3)	See footnotes 2 and 3.

Explanation of Responses:

1. The warrants being reported herein were received by Energy Strategic Advisory Services, LLC ("ESAS") in connection with its purchase from EXCO Resources, Inc. ("Issuer") of $70,000,000 principal amount of the Issuer's 8.0%/11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 pursuant to that certain Purchase Agreement dated March 15, 2017 by and among Issuer, the subsidiary guarantors named therein and certain purchasers named therein. The warrants were issued subject to approval by the Issuer's shareholders. Shareholder approval of the warrants was received on May 31, 2017.

2. ESAS is the registered owner of the warrants herein reported. ESAS is owned by Bluescape Energy Recapitalization and Restructuring Fund III LP (the "Fund"), and the Fund is directed by its general partner, Bluescape Energy Partners III GP LLC ("Bluescape"). Mr. Charles John Wilder, Jr. (the "Reporting Person") serves as the Sole Manager of Bluescape and has the power to direct the affairs of Bluescape.

3. 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, or otherwise, the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest in such securities.

Remarks:

	/s/ C. John Wilder Jr.	06/02/2017
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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