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^*

Serota Jeffrey

(Last)

(First)

(Middle)

C/O ARES MANAGEMENT LLC

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES

90067

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.51	11/01/2012		A		5,000⁽¹⁾⁽²⁾⁽³⁾		⁽⁴⁾	10/31/2017	Common Stock	5,000⁽¹⁾⁽²⁾⁽³⁾	$0	5,000⁽¹⁾⁽²⁾⁽³⁾	I	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

Explanation of Responses:

1. These stock options were issued pursuant to the Issuer's 2007 Director Plan, as amended, and represent the right to purchase 5,000 shares of the Issuer's common stock, par value $0.001 per share. These stock options are held by the Reporting Person for the benefit of Ares Management LLC ("Ares"), a private investment management firm, and certain entities managed by or affiliated with Ares (together with Ares, the "Ares Entities"). The Reporting Person is associated with Ares and certain of the other Ares Entities. Pursuant to the policies of the Ares Entities, the Reporting Person holds these stock options as a nominee on behalf of, and for the sole benefit of Ares and has assigned all economic, pecuniary and voting rights in respect of these stock options to Ares.

2. The Reporting Person disclaims beneficial ownership of these stock options (except to the extent of any pecuniary interest therein) and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any interest in, any such securities not directly owned by the Reporting Person for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

3. Amounts reported in this Form 4 do not include any securities of the Issuer held by the Ares Entities. The Reporting Person is associated with Ares and certain of the other Ares Entities. However, the Reporting Person disclaims beneficial ownership of all securities directly and indirectly held by the Ares Entities (except to the extent of any pecuniary interest therein). The amounts reported herein shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any interest in, any such securities not directly owned by the Reporting Person for purposes of Section 16 of the Exchange Act or for any other purpose.

4. This option was automatically granted pursuant to the 2007 Director Plan, as amended, and vests in four equal annual installments beginning on November 1, 2012.

Remarks:

	Jeffrey Serota	11/02/2012
	** 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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