PostRock Energy (PSTR) Form 4 PostRock Energy / THOMAS J EDELMAN ownership change

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^*

Edelman & Guill Energy L.P.

(Last) (First) (Middle)

700 LOUISIANA STREET

SUITE 4770

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PostRock Energy Corp [ PSTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

4. 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 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants (right to buy)	$0.32	12/31/2015		J(1)		6,085,487		12/31/2015	06/30/2023	Common Stock	6,085,487	$0.00(1)	6,085,487	I	By White Deer Energy L.P.(1)(2)
Common Stock Warrants (right to buy)	$0.32	12/31/2015		J(1)		202,778		12/31/2015	06/30/2023	Common Stock	202,778	$0.00(1)	202,778	I	By White Deer Energy TE L.P.(1)(2)
Common Stock Warrants (right to buy)	$0.32	12/31/2015		J(1)		217,959		12/31/2015	06/30/2023	Common Stock	217,959	$0.00(1)	217,959	I	By White Deer Energy FI L.P.(1)(2)
Common Stock Warrants (right to buy)	$19.5	12/31/2015		J(3)		12,557		12/31/2015	06/30/2023	Common Stock	12,557	$0.00(3)	12,557	I	By White Deer Energy L.P.(2)(3)
Common Stock Warrants (right to buy)	$19.5	12/31/2015		J(3)		418		12/31/2015	06/30/2023	Common Stock	418	$0.00(3)	418	I	By White Deer Energy TE L.P.(2)(3)
Common Stock Warrants (right to buy)	$19.5	12/31/2015		J(3)		450		12/31/2015	06/30/2023	Common Stock	450	$0.00(3)	450	I	By White Deer Energy FI L.P.(2)(3)
Common Stock Warrants (right to buy)	$14.2	12/31/2015		J(4)		17,847		12/31/2015	06/30/2023	Common Stock	17,847	$0.00(4)	17,847	I	By White Deer Energy L.P.(2)(4)
Common Stock Warrants (right to buy)	$14.2	12/31/2015		J(4)		593		12/31/2015	06/30/2023	Common Stock	593	$0.00(4)	593	I	By White Deer Energy TE L.P.(2)(4)
Common Stock Warrants (right to buy)	$14.2	12/31/2015		J(4)		639		12/31/2015	06/30/2023	Common Stock	639	$0.00(4)	639	I	By White Deer Energy FI L.P.(2)(4)

1. Name and Address of Reporting Person^*

Edelman & Guill Energy L.P.

(Last) (First) (Middle)

700 LOUISIANA STREET

SUITE 4770

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Edelman & Guill Energy Ltd.

(Last) (First) (Middle)

700 LOUISIANA STREET

SUITE 4770

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Deer Energy L.P.

(Last) (First) (Middle)

700 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Deer Energy TE L.P.

(Last) (First) (Middle)

700 LOUISIANA STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

White Deer Energy FI, L.P.

(Last) (First) (Middle)

700 LOUISIANA STREET

SUITE 4770

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

EDELMAN THOMAS J

(Last) (First) (Middle)

777 MAIN STREET

SUITE 2500

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GUILL BEN A

(Last) (First) (Middle)

600 TRAVIS

SUITE 6000

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to a Securities Purchase Agreement dated September 2, 2010 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 19,047,619 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On December 31, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 6,506,224 warrants on December 31, 2015.

2. Mr. Edelman has been appointed as a director of the Issuer. Edelman & Guill Energy L.P. is the general partner of each of White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "Funds"), Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Messrs. Edelman and Guill are the directors of Edelman & Guill Energy Ltd. Accordingly, each of Edelman & Guill Energy Ltd., Edelman & Guill Energy L.P. and Messrs. Edelman and Guill may be deemed to control the decisions of the Funds. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of these securities for purposes of Section 16 or for any other purpose.

3. Pursuant to a Securities Purchase Agreement dated August 1, 2012 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 3,076,923 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On December 31, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 13,425 warrants on December 31, 2015.

4. Pursuant to a Securities Purchase Agreement dated December 17, 2012 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 4,577,464 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On December 31, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 19,079 warrants on December 31, 2015.

Remarks:

	/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P.	01/06/2016
	/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P.	01/06/2016
	s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P.	01/06/2016
	/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P.	01/06/2016
	/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd.	01/06/2016
	/s/ Thomas Edelman	01/06/2016
	/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill	01/06/2016
	** Signature of Reporting Person	Date
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