EXCO RESOURCES INC (Form Type: 4, Filing Date: 12/23/2011)

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

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 ^*

WL ROSS & CO LLC

2. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [XCO]

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)

C/O WL ROSS GROUP, L.P., 1166 AVENUE OF THE AMERICAS

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2011

(Street)

NEW YORK, NY 10036

(City)

(State)

(Zip)

4. If Amendment, Date 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 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)
Common Stock, par value $0.001 per share	12/21/2011		P		68,385	A	$9.66⁽¹⁾	7,085,992	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	12/22/2011		P		30,374	A	$9.84⁽⁴⁾	7,116,366	I	See Footnotes⁽²⁾⁽³⁾
Common Stock, par value $0.001 per share	12/21/2011		P		60,779	A	$9.66⁽¹⁾	6,395,500	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock, par value $0.001 per share	12/22/2011		P		26,997	A	$9.84⁽⁴⁾	6,422,497	I	See Footnotes⁽³⁾⁽⁵⁾
Common Stock, par value $0.001 per share	12/21/2011		P		60,764	A	$9.66⁽¹⁾	6,393,887	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock, par value $0.001 per share	12/22/2011		P		26,989	A	$9.84⁽⁴⁾	6,420,876	I	See Footnotes⁽³⁾⁽⁶⁾
Common Stock, par value $0.001 per share	12/21/2011		P		60,778	A	$9.66⁽¹⁾	6,395,278	I	See Footnotes⁽³⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/22/2011		P		26,995	A	$9.84⁽⁴⁾	6,422,273	I	See Footnotes⁽³⁾⁽⁷⁾
Common Stock, par value $0.001 per share	12/21/2011		P		694	A	$9.66⁽¹⁾	72,783	I	See Footnotes⁽³⁾⁽⁸⁾
Common Stock, par value $0.001 per share	12/22/2011		P		308	A	$9.84⁽⁴⁾	73,091	I	See Footnotes⁽³⁾⁽⁸⁾
Common Stock, par value $0.001 per share								1,547,037	I	See Footnotes⁽³⁾⁽⁹⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WL ROSS & CO LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
El Vedado, LLC 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL 33401		X
ROSS WILBUR L JR 319 CLEMATIS STREET ROOM 1000 (10TH FLOOR) WEST PALM BEACH, FL 33401		X
WLR Recovery Associates IV LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Recovery Fund IV XCO AIV I, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Recovery Fund IV XCO AIV II, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Recovery Fund IV XCO AIV III, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Select Associates LLC C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WLR Select Co-Investment XCO AIV, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X
WL Ross Group, L.P. C/O WL ROSS GROUP, L.P. 1166 AVENUE OF THE AMERICAS NEW YORK, NY 10036		X

Explanation of Responses:

1.	This price represents the approximate weighted average price per share of common stock of EXCO Resources, Inc. (the "Issuer"), par value $0.001 per share (each a "Share") of purchases that were executed at prices ranging from $9.49 to $9.75 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.
2.	These Shares are held by WLR Select Co-Investment XCO AIV, L.P. ("Co-Invest Fund AIV").
3.	Wilbur L. Ross, Jr. is the Chairman and Chief Executive Officer of WL Ross & Co. LLC ("WLR LLC") and the managing member of El Vedado, LLC, the general partner of WL Ross Group, L.P. ("WLR LP"), which in turn is the managing member of WLR Recovery Associates IV LLC ("Fund IV"), WLR Select Associates LLC ("WLR Select") and WLR Master Co-Investment GP, LLC ("WLR Master"). Fund IV is the general partner of Fund IV AIV I, Fund IV AIV II and Fund IV AIV III. Invesco Private Capital, Inc. is the managing member of INVESCO WLR IV Associates LLC, which is in turn the general partner of Parallel Fund. WLR Select is the general partner of Co-Invest Fund AIV. WLR Master is the general partner of WLR/GS Fund AIV. WLR LLC is the investment manager of WLR/GS Fund AIV. WLR LLC is the investment manager of Fund IV AIV I, Fund IV AIV II, Fund IV AIV III, Parallel Fund, Co-Invest Fund AIV and WLR/GS Fund AIV.
4.	This price represents the approximate weighted average price per Share of purchases that were executed at prices ranging from $9.81 to $9.85 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each price.
5.	These Shares are held by WLR Recovery Fund IV XCO AIV I, L.P. ("Fund IV AIV I").
6.	These Shares are held by WLR Recovery Fund IV XCO AIV II, L.P. ("Fund IV AIV II").
7.	These Shares are held by WLR Recovery Fund IV XCO AIV III, L.P. ("Fund IV AIV III").
8.	These Shares are held by WLR IV Parallel ESC, L.P. ("Parallel Fund").
9.	These Shares are held by WLR/GS Master Co-Investment XCO AIV, L.P. ("WLR/GS Fund AIV").
Remarks: This Form 4 is being filed in two parts due to the large number of Reporting Persons. Please reference the Form 4 filing filed on the date hereof separately by WLR LLC, Parallel Fund, Invesco Private Capital, Inc., INVESCO WLR IV Associates LLC, WLR/GS Fund AIV, WLR Master. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	Signatures
	WL ROSS & CO. LLC By: Wilbur L. Ross, Jr., its Chairman and Chief Executive Officer /s/ Wilbur L. Ross, Jr.	12/23/2011
	EL VEDADO, LLC, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	/s/ Wilbur L. Ross, Jr.	12/23/2011
	WLR RECOVERY ASSOCIATES IV LLC, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WLR RECOVERY FUND IV XCO AIV I, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WLR RECOVERY FUND IV XCO AIV II, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WLR RECOVERY FUND IV XCO AIV III, L.P., By: WLR Recovery Associates IV LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WLR SELECT ASSOCIATES LLC, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WLR SELECT CO-INVESTMENT XCO AIV, L.P. , By: WLR Select Associates LLC, its General Partner, By: WL Ross Group, L.P., its Managing Member, By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	WL ROSS GROUP, L.P., By: El Vedado, LLC, its General Partner, By: /s/ Wilbur L. Ross, Jr., its Managing Member	12/23/2011
	** Signature of Reporting Person	Date
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