SEC FORM 4 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*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/03/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Nonqualified Stock Options $13.96 12/03/2007 A(7) 50,000(7) (8) 12/02/2017 Common Stock 50,000 $0 112,500 I See footnotes(1)(2)(3)(4)(5)(6)(7)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
333 SOUTH GRAND AVE

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital I, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE HOLDINGS, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OCM HOLDINGS I, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OCM EXCO Holdings, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Holdings, Inc.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE
28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed by: (i) OCM Principal Opportunities Fund IV Delaware, L.P. ("Fund IV Delaware"); (ii) OCM Principal Opportunities Fund IV Delaware GP Inc. ("Fund IV Delaware GP"), in its capacity as general partner of Fund IV Delaware; (iii) OCM Principal Opportunities Fund IV, L.P. ("Fund IV"), in its capacity as sole shareholder of Fund IV Delaware GP; (iv) OCM Principal Opportunities Fund IV GP, L.P. ("Fund IV GP"); (v) OCM Principal Opportunities Fund IV GP Ltd. ("Fund IV GP Ltd."), in its capacity as general partner of Fund IV GP; (vi) OCM Principal Opportunities Fund III ("Fund III"); (vii) OCM Principal Opportunities Fund IIIA, L.P. ("Fund IIIA"); (viii) OCM Principal Opportunities Fund III GP, LLC ("Fund III GP"), in its capacity as general partner of Fund III and Fund IIIA; and (ix) Oaktree Fund GP I, L.P. ("GP I"), in its capacity as sole shareholder of Fund IV GP Ltd. and the managing member of Fund III GP.
2. This Form 4 is also being filed by (i) Oaktree Capital I, L.P. ("Capital I"), in its capacity as general partner of GP I; (ii) OCM Holdings I, LLC ("Holdings I"), in its capacity as general partner of Capital I; (iii) Oaktree Holdings, LLC ("Holdings"), in its capacity as managing member of Holdings I; (iv) OCM EXCO Holdings, LLC ("OCM EXCO"); (v) Oaktree Capital Management, L.P. (formerly Oaktree Capital Management, LLC) ("Oaktree LP"), in its capacity as manager of OCM EXCO; (vi) Oaktree Holdings, Inc. ("Holdings Inc."), in its capacity as general partner of Oaktree LP; (vii) Oaktree Capital Group, LLC ("OCG"), in its capacity as managing member of Holdings and the sole shareholder of Holdings Inc.; and (viii) Oaktree Capital Group Holdings, L.P. ("OCGH"), in its capacity as holder of a majority of the voting units of OCG.
3. This Form 4 is also being filed by Oaktree Capital Group Holdings GP, LLC ("OCGH GP"), in its capacity as general partner of OCGH (each of Fund IV Delaware, Fund IV Delaware GP, Fund IV, Fund IV GP, Fund IV GP Ltd., Fund III, Fund IIIA, Fund III GP, GP I, Capital I, Holdings I, Holdings, OCM EXCO, Oaktree LP, Holdings Inc., OCG, OCGH and OCGH GP, a "Reporting Person" and collectively, the "Reporting Persons"). The addition of Reporting Persons who were not previously filers of the Form 4/A filed with the Securities and Exchange Commission ("SEC") on April 9, 2007 is being made to reflect the internal corporate restructuring of Oaktree Capital Management, LLC on May 25, 2007.
4. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Fund IV Delaware, Fund III, Fund IIIA and OCM EXCO with respect to their respective direct holdings, disclaims beneficial ownership the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
5. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, D. Richard Masson, Larry W. Keele, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Kevin L. Clayton (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
6. The Reporting Persons, other than Fund III GP, Fund III and Fund IIIA, may be deemed a director by virtue of their right to elect representatives to serve on the Issuer's board of directors. B. James Ford, who was elected to serve on the Issuer's board of directors on December 1, 2007, and Rajath Shourie, both Managing Directors of Oaktree LP, currently serve as directors on the Issuer's board of directors.
7. Mr. Ford holds these stock options to purchase 50,000 shares of Common Stock of the Issuer for the benefit of certain funds managed by Oaktree LP (collectively, the "Oaktree Funds"). Pursuant to the policies of Oaktree, Mr. Ford must hold the options on behalf of and for the sole benefit of the Oaktree Funds and is assigning all economic, pecuniary, and voting rights to the Oaktree Funds. The Reporting Persons, other than the Oaktree Funds, disclaim beneficial ownership of these securities and the filing of this Form 4 shall not be construed as an admission that such persons are beneficial owners of any securities covered by this Form 4, except to the extent of any indirect pecuniary interest therein.
8. The stock options vest in four equal annual installments with the first installment vesting on December 3, 2007.
Remarks:
This Form 4 is being filed in two parts due to the large number of reporting persons. This filing is filed by the Reporting Persons listed in Footnotes 2 and 3, above. An accompanying filing is filed, on the date hereof, by the Reporting Persons listed in Footnote 1, above. Both filings relate to the same series of transactions described above.
See Signatures included in Exhibit 99.1 12/04/2007
** 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).
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.
EXHIBIT 99.1

This Statement on Form 4 is filed jointly by the Reporting Persons listed below.
The principal business address of each of these Reporting Persons is 333 South
Grand Avenue, 28th Fl., Los Angeles, CA 90071.

Name of Designated Filer: OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

Date of Event Requiring Statement: DECEMBER 3, 2007

Issuer Name and Ticker or Trading Symbol:   XCO



                             OAKTREE CAPITAL I, L.P.

                             By: OCM Holdings I, LLC
                             Its: General Partner


                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Vice President and Secretary


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Vice President and Assistant Secretary



                             OCM HOLDINGS I, LLC



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Vice President and Secretary


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Vice President and Assistant Secretary



                             OAKTREE HOLDINGS, LLC

                             By: Oaktree Capital Group, LLC
                             Its: Managing Member



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Senior Vice President and Secretary


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Vice President and Assistant Secretary






                             OCM EXCO HOLDINGS, LLC


                             By: Oaktree Capital Management, L.P.,
                             Its: Manager



                             By:   /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Managing Director and General Counsel


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Senior Vice President, Legal


                             OAKTREE CAPITAL MANAGEMENT, L.P.



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Managing Director and General Counsel


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Senior Vice President, Legal



                             OAKTREE HOLDINGS, INC.



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Sole Director, Vice President and Secretary


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Vice President and Assistant Secretary



                             OAKTREE CAPITAL GROUP, LLC



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Senior Vice President and Secretary


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title: Vice President and Assistant Secretary






                             OAKTREE CAPITAL GROUP HOLDINGS, L.P.


                             By: Oaktree Capital Group Holdings GP, LLC
                             Its: General Partner



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Managing Director and General Counsel


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title:  Senior Vice President



                             OAKTREE CAPITAL GROUP HOLDINGS GP, LLC



                             By:  /s/ Todd Molz
                                 ------------------------------
                             Name:  Todd Molz
                             Title:  Managing Director and General Counsel


                             By:  /s/ Richard Ting
                                 -------------------------------
                             Name:  Richard Ting
                             Title:  Senior Vice President