SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* CPP Investment Board PMI-2 Inc. (Last) (First) (Middle) ONE QUEEN STREET EAST, SUITE 2500 (Street) TORONTO A6 M5C 2W5 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/06/2012	3. Issuer Name and Ticker or Trading Symbol HALCON RESOURCES CORP [ HK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,899,441	D
Common Stock	41,899,441	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* CPP Investment Board PMI-2 Inc. (Last) (First) (Middle) ONE QUEEN STREET EAST, SUITE 2500 (Street) TORONTO A6 M5C 2W5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CANADA PENSION PLAN INVESTMENT BOARD (Last) (First) (Middle) ONE QUEEN STREET EAST, SUITE 2500 (Street) TORONTO A6 M5C 2W5 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is being filed jointly by CPP Investment Board PMI-2 Inc. ("CPPIB PMI-2") and Canada Pension Plan Investment Board ("CPPIB"). CPPIB PMI-2 directly owns the shares of common stock of the Issuer. CPPIB PMI-2 is a wholly-owned subsidiary of CPPIB, thus CPPIB is an indirect beneficial owner of the securities.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney (CPP Investment Board PMI-2 Inc.) Exhibit 24.2 - Power of Attorney (Canada Pension Plan Investment Board)

	/s/ CPP Investment Board PMI-2 Inc., by John Butler, as Attorney-in-Fact	12/17/2012
	/s/ Canada Pension Plan Investment Board, by John Butler, as Attorney-in-Fact	12/17/2012
	** 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 5 (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).
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