UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
HKN, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
40420K103
--------------------------------------------------------------------------------
(CUSIP Number)
April 14, 2011
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 40420K103 Page 1 of 5 pages
--------- - -
________________________________________________________________________________
1. NAMES OF REPORTING PERSONS Seabreeze Capital Management, LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 75-3197994
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. CITIZENSHIP OR PLACE OF ORGANIZATION Huntington Beach, California
________________________________________________________________________________
NUMBER OF 5. SOLE VOTING POWER 920,836
SHARES
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER 920,836
REPORTING
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER 0
WITH
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,836
________________________________________________________________________________
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3%
________________________________________________________________________________
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA
________________________________________________________________________________
CUSIP No. 40420K103 Page 2 of 5 pages
--------- - -
Item 1(a). Name of Issuer:
HKN, Inc.
____________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
180 State Street, Suite 200
Southlake, TX
____________________________________________________________________
Item 2(a). Name of Person Filing:
Seabreeze Capital Management, LLC
____________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
3511 Venture Drive
Huntington Beach, CA 92649
____________________________________________________________________
Item 2(c). Citizenship:
N/A
____________________________________________________________________
Item 2(d). Title of Class of Securities:
Common Stock
____________________________________________________________________
Item 2(e). CUSIP Number:
40420K103
____________________________________________________________________
CUSIP No. 40420K103 Page 3 of 5 pages
--------- - -
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b) [_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78o).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78o).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [x] An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
s240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s240.13d-1(b)(1)(ii)(J).
CUSIP No. 40420K103 Page 4 of 5 pages
--------- - -
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
920,836
______________________________________________________________________
(b) Percent of class:
5.3%
______________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 920,836
-------
(ii) Shared power to vote or to direct the vote 0,
-
(iii) Sole power to dispose or to direct the disposition of 920,836
-------
(iv) Shared power to dispose or to direct the disposition of 0
-
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [X].
_______________________________________________________________________
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
N/A
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
N/A
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
N/A
______________________________________________________________________
CUSIP No. 40420K103 Page 5 of 5 pages
--------- - -
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to s240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to s240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 20, 2011
----------------------------------------
(Date)
/s/ Russell E. Murdock
----------------------------------------
(Signature)
Russell E. Murdock / President
----------------------------------------
(Name/Title)
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement,provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by reference. The
name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s240.13d-7 for other parties
for whom copies are to be sent.
ATTENTION. INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).