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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MILLER DAVID B 		2. Issuer Name and Ticker or Trading Symbol

HALCON RESOURCES CORP [ HK ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3811 TURTLE CREEK BLVD., SUITE 1000 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2015
(Street)

DALLAS, TX 75219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   5/6/2015     A    97200   A $0.00   175000   D    
Common Stock                  2   I   See Footnote   (1)
Common Stock                  3750000   I   See Footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
8% Convertible Promissory Note   $4.50   2/8/2012     H         $289668969.93    2/8/2014   2/8/2017   Common Stock   64370882.21     (3) $0.00   I   See Footnote   (1)
8% Convertible Promissory Note   $2.44   5/6/2015     P      $289668969.93   (3)      2/8/2017   2/8/2020   Common Stock   118716790.95     (3) $289668969.93   I   See Footnote   (1)
Warrants (right to buy)   $4.50   2/8/2012     H         36666667    2/8/2012   2/8/2017   Common Stock   36666667     (3) 0   I   See Footnote   (1)
Warrants (right to buy)   $2.44   5/6/2015     P      36666667   (3)        (4) 2/8/2020   Common Stock   36666667     (3) 36666667   I   See Footnote   (1)

Explanation of Responses:
( 1)  These securities are owned directly by HALRES, LLC ("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, the reporting person may be deemed the beneficial owner of the securities held by HALRES by virtue of being a member of RNBD GP, LLC, the sole member of EnCap Investments GP, LLC, the general partner of EnCap Investments, L.P., the general partner of EnCap Equity Fund VIII GP, L.P., the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities.
( 2)  These securities are owned directly by EnCap Fund VIII. The reporting person, Gary R. Petersen, D. Martin Phillips, and Robert L. Zorich may be deemed the beneficial owners of the securities held by EnCap Fund VIII by virtue of being members of RNBD, the sole member of EnCap Investments GP, the general partner of EnCap Investments, L.P., the general partner of EnCap Fund VIII GP, the general partner of EnCap Fund VIII. The reporting person disclaims beneficial ownership in excess of his pecuniary interest in such securities.
( 3)  On February 8, 2012, the Issuer issued to HALRES, a convertible note in the amount of $275.0 million due 2017 together with five year warrants to purchase approximately 36.7 million shares of the Issuer's common stock. The convertible note was convertible into the Issuer's common stock at $4.50 per share and the warrants were exercisable at a price of $4.50 per share. The Issuer elected to pay the interest due on the convertible note in kind on March 31, June 30 and September 30, 2012, thereby increasing the amount of the convertible note to $289.7 million. On May 6, 2015, the Issuer's stockholders approved amendments to the convertible note and warrants which (i) extended the maturity date of the convertible note to February 8, 2020, (ii) modified the conversion price of the convertible note to $2.44 per share, (iii) modified the exercise price of the warrants to $2.44 per share and (iv) extended the expiration date of the warrants from February 8, 2017 to February 8, 2020.
( 4)  The warrants are exercisable, in whole or in part, at any time before February 8, 2020.

Remarks:
Footnote (3) continued: The amendment is reported above as the cancellation of the prior convertible note and warrants and the acquisition of a new convertible note and warrants.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MILLER DAVID B
3811 TURTLE CREEK BLVD., SUITE 1000
DALLAS, TX 75219 		X



Signatures
David S. Elkouri, Attorney-in-fact 5/8/2015
** 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.
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