UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
(Rule 13d-102)
 
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
 
 
  Halcón Resources Corporation  
(Name of Issuer)
 
  Common stock, par value $0.0001 per share  
(Title of Class of Securities)
 
 
 

40537Q209

 
(CUSIP Number)
 
 
 

December 31, 2012

 
Date of Event Which Requires Filing of the Statement
               

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[ ]   Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ]   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 
 

 

Cusip No. 40537Q209 13G/A Page 2 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Advisors LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

12,295,121 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8%1

 

12.

 

 

TYPE OF REPORTING PERSON

IA; OO; HC

       

 

 

 

1The percentages reported in this Schedule 13G/A are based upon 258,136,868 shares of common stock outstanding as of December 10, 2012 (according to the Prospectus Supplement filed by the issuer on December 19, 2012).

 

 

 
 

 

Cusip No. 40537Q209 13G/A Page 3 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Holdings II LP

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

12,295,121 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8%

 

12.

 

 

TYPE OF REPORTING PERSON

PN; HC

       

 

 
 

 

Cusip No. 40537Q209 13G/A Page 4 of 10 Pages

 

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Citadel Investment Group II, L.L.C.

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

12,337,321 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above.

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8%

 

12.

 

 

TYPE OF REPORTING PERSON

OO; HC

       

 

 
 

 

Cusip No. 40537Q209 13G/A Page 5 of 10 Pages

 

 

1.

 

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Kenneth Griffin

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [_]

(b) [_]

 

3.

 

SEC USE ONLY

 

 

4.

 

 

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

 

5.

 

SOLE VOTING POWER

0

 

6.

 

SHARED VOTING POWER

 

12,337,321 shares

 

 

7.

 

SOLE DISPOSITIVE POWER

0

 

8.

 

 

SHARED DISPOSITIVE POWER

See Row 6 above

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

 

10.

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES [_]

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.8%

 

12.

 

 

TYPE OF REPORTING PERSON

IN; HC

       

 

 
 

 

Cusip No. 40537Q209 13G/A Page 6 of 10 Pages

 

Item 1(a) Name of Issuer

Halcón Resources Corporation

 

Item 1(b) Address of Issuer’s Principal Executive Offices
1000 Louisiana Street, Suite 6700, Houston, TX 77002

 

Item 2(a) Name of Person Filing
This Schedule 13G/A is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel Holdings II LP (“CH-II”), Citadel Investment Group II, L.L.C. (“CIG-II”) and Mr. Kenneth Griffin (collectively with Citadel Advisors, CH-II and CIG-II, the “Reporting Persons”) with respect to shares of common stock (and options to purchase common stock) of the above-named issuer owned by Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), PioneerPath Capital Ltd., a Cayman Islands limited company (“PPC”), Citadel Equity Fund Ltd., a Cayman Islands limited company (“CEF”), Citadel Global Equities Alpha Select Master Fund Ltd., a Cayman Islands limited company (“CG-Alpha”), certain segregated accounts and Citadel Securities LLC, a Delaware limited liability company (“Citadel Securities”).

 

Citadel Advisors is the portfolio manager for CG, PPC, CEF and CG-Alpha, and the investment manager for certain segregated accounts. CH-II was, as of December 31, 2012, the managing member of Citadel Advisors. Citadel Holdings I LP, a Delaware limited partnership (“CH-I”), is the non-member manager of Citadel Securities. CIG-II is the general partner of CH-I and CH-II. Mr. Griffin is the President and Chief Executive Officer of, and owns a controlling interest in, CIG-II.

 

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

 

Item 2(b) Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is c/o Citadel LLC, 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

 

Item 2(c) Citizenship
Each of Citadel Advisors and CIG-II is organized as a limited liability company under the laws of the State of Delaware. CH-II is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

 

Item 2(d) Title of Class of Securities
Common stock, $0.0001 par value

 

Item 2(e) CUSIP Number
40537Q209

 

 
 

 

Cusip No. 40537Q209 13G/A Page 7 of 10 Pages

 

Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a) [__] Broker or dealer registered under Section 15 of the Exchange Act;

 

(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;

 

(c) [__] Insurance company as defined in Section 3(a)(19) of the Exchange Act;

 

(d) [__] Investment company registered under Section 8 of the Investment Company Act;

 

(e) [__] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

(f) [__] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

(g) [__] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

(h) [__] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

(i) [__] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

(j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

 

Item 4 Ownership

 

A. Citadel Advisors LLC

 

(a)Citadel Advisors may be deemed to beneficially own 12,295,121 shares of Common Stock.

 

(b)The number of shares Citadel Advisors may be deemed to beneficially own constitutes approximately 4.8% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 12,295,121

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 12,295,121

 

 
 

 

Cusip No. 40537Q209 13G/A Page 8 of 10 Pages

 

B. Citadel Holdings II LP

 

(a)CH-II may be deemed to beneficially own 12,295,121 shares of Common Stock.

 

(b)The number of shares CH-II may be deemed to beneficially own constitutes approximately 4.8% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 12,295,121

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 12,295,121

 

C. Citadel Investment Group II, L.L.C.

 

(a)CIG-II may be deemed to beneficially own 12,337,321 shares of Common Stock.

 

(b)The number of shares CIG-II may be deemed to beneficially own constitutes approximately 4.8% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 12,337,321

 

(iii)sole power to dispose or to direct the disposition of: 0

 

(iv)shared power to dispose or to direct the disposition of: 12,337,321

 

D. Kenneth Griffin

 

(a)Mr. Griffin may be deemed to beneficially own 12,337,321 shares of Common Stock.

 

(b)The number of shares Mr. Griffin may be deemed to beneficially own constitutes approximately 4.8% of the Common Stock outstanding.

 

(c)Number of shares as to which such person has:

 

(i)sole power to vote or to direct the vote: 0

 

(ii)shared power to vote or to direct the vote: 12,337,321

 

(iii)sole power to dispose or to direct the disposition of: 0

 

 

 

 
 

Cusip No. 40537Q209 13G/A Page 9 of 10 Pages

 

 

(iv)shared power to dispose or to direct the disposition of: 12,337,321

 

Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

 

Item 6 Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

See Item 2 above

 

Item 8 Identification and Classification of Members of the Group

Not Applicable

 

Item 9 Notice of Dissolution of Group

Not Applicable

 

Item 10 Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 

 

Cusip No. 40537Q209 13G/A Page 10 of 10 Pages

 

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated this 14th day of February, 2013.

 

CITADEL ADVISORS LLC

 

By: Citadel Advisors Holdings LP,

its Managing Member

By: Citadel Investment Group II, L.L.C.,

its General Partner

By: /s/ Mark Polemeni

        Mark Polemeni, Authorized Signatory

 

CITADEL HOLDINGS II LP

 

By: Citadel Investment Group II, L.L.C.,

its General Partner

By: /s/ Mark Polemeni

        Mark Polemeni, Authorized Signatory

 

CITADEL INVESTMENT GROUP II, L.L.C.

By: /s/ Mark Polemeni

        Mark Polemeni, Authorized Signatory

KENNETH GRIFFIN

 

By: /s/ Mark Polemeni

        Mark Polemeni, attorney-in-fact*

 

 

*Mark Polemeni is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on January 18, 2013, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for TiVo Inc.