Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT 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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1. Name and Address of Reporting Person *
HALRES LLC
 2. Issuer Name and Ticker or Trading Symbol
HALCON RESOURCES CORP [HK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

1000 LOUISIANA, SUITE 6700		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2012
(Street)


HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

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 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Convertible Promissory Note $ 4.5 09/30/2012   J4 (1) $ 5,803,472.39   02/08/2014 02/08/2017 Common Stock
1,289,660.53
(1) $ 289,668,969.93
D (2) (3)
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HALRES LLC
1000 LOUISIANA, SUITE 6700
HOUSTON, TX 77002		     X    
PETERSEN GARY R
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX 77002		     X    
PHILLIPS D MARTIN
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX 77002		     X    
ZORICH ROBERT L
1100 LOUISIANA STREET, SUITE 4900
HOUSTON, TX 77002		     X    

Signatures

Floyd C. Wilson, President and CEO of HALRES LLC 02/13/2013
**Signature of Reporting Person Date
Robert L. Zorich 02/13/2013
**Signature of Reporting Person Date
Gary R. Petersen 02/13/2013
**Signature of Reporting Person Date
D. Martin Phillips 02/13/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Since February 8, 2012, HALRES LLC ("HALRES") has held an 8% senior convertible note due 2017 in the original principal amount of $275 million (the "Note"). Interest on the Note is payable on a quarterly basis and, at the election of the issuer, interest may be payable in kind by increasing the principal amount of the Note. This Form 5 is being filed to report the increase in the principal amount of the Note by an amount equal to the amount of interest paid-in-kind on September 30, 2012.
(2) These securities are owned directly by HALRES. EnCap Energy Capital Fund VIII, L.P. ("EnCap Fund VIII") has the right to nominate a majority of the members of the board of managers of HALRES. Therefore, David B. Miller, Gary R. Petersen, D. Martin Phillips and Robert L. Zorich may be deemed the beneficial owners of the securities held by HALRES by virtue of being a members of RNBD GP, LLC ("RNBD"), the sole member of EnCap Investments GP, LLC ("EnCap Investments GP"), the general partner of EnCap Investments, L.P. ("EnCap Investments LP"), the general partner of EnCap Equity Fund VIII GP, L.P. ("EnCap Fund VIII GP"), the general partner of EnCap Fund VIII. Messrs. Miller, Petersen, Phillips, Zorich, RNBD, EnCap Investments GP, EnCap Investments LP, EnCap Fund VIII GP and EnCap Fund VIII disclaim beneficial ownership in excess of their pecuniary interest in such securities.
(3) This report is filed in connection with the Form 5 filed today by Mr. Miller, a director of the issuer.

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