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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
J. Cleo Thompson Petroleum Management, L.L.C. 325 NORTH SAINT PAUL SUITE 4300 DALLAS, TX 75201 |
X | |||
Neo Canyon Exploration, L.P. 325 NORTH SAINT PAUL SUITE 4300 DALLAS, TX 75201 |
X |
J. Cleo Thompson Petroleum Management, L.L.C., /s/ J. Curtis Henderson, as attorney-in-fact | 11/16/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were sold in the initial public offering of Approach Resources Inc. ("Approach") pursuant to an Underwriting Agreement dated November 7, 2007, among Approach, the Reporting Person and J.P. Morgan Securities Inc. and Wachova Capital Markets, LLC, as representatives of the several underwriters named therein (the "Underwriting Agreement"). |
(2) | These shares were sold pursuant to the exercise of the underwriters' over-allotment option described in the Underwriting Agreement. |
(3) | These shares were redeemed by the issuer at a price equal to $11.16 per share. |
(4) | The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for Section 16 or for any other purpose. |
(5) | These securities are owned directly by Neo Canyon Exploration, L.P., of which J. Cleo Thompson Petroleum Management, L.L.C. is the general partner. J. Cleo Thompson Petroleum Management, L.L.C. is an indirect beneficial owner of the reported securities. |