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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PostRock Energy Corp [ PSTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/30/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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) | $2.86 | 06/30/2015 | J(1) | 641,807 | 06/30/2015 | 12/31/2022 | Common Stock | 641,807 | $0.00(1) | 641,807 | I | By White Deer Energy L.P.(1)(2) | |||
Common Stock Warrants (right to buy) | $2.86 | 06/30/2015 | J(1) | 21,386 | 06/30/2015 | 12/31/2022 | Common Stock | 21,386 | $0.00(1) | 21,386 | I | By White Deer Energy TE L.P.(1)(2) | |||
Common Stock Warrants (right to buy) | $2.86 | 06/30/2015 | J(1) | 22,988 | 06/30/2015 | 12/31/2022 | Common Stock | 22,988 | $0.00(1) | 22,988 | I | By White Deer Energy FI L.P.(1)(2) | |||
Common Stock Warrants (right to buy) | $19.5 | 06/30/2015 | J(3) | 11,836 | 06/30/2015 | 12/31/2022 | Common Stock | 11,836 | $0.00(3) | 11,836 | I | By White Deer Energy L.P.(2)(3) | |||
Common Stock Warrants (right to buy) | $19.5 | 06/30/2015 | J(3) | 394 | 06/30/2015 | 12/31/2022 | Common Stock | 394 | $0.00(3) | 394 | I | By White Deer Energy TE L.P.(2)(3) | |||
Common Stock Warrants (right to buy) | $19.5 | 06/30/2015 | J(3) | 424 | 06/30/2015 | 12/31/2022 | Common Stock | 424 | $0.00(3) | 424 | I | By White Deer Energy FI L.P.(2)(3) | |||
Common Stock Warrants (right to buy) | $14.2 | 06/30/2015 | J(4) | 16,823 | 06/30/2015 | 12/31/2022 | Common Stock | 16,823 | $0.00(4) | 16,823 | I | By White Deer Energy L.P.(2)(4) | |||
Common Stock Warrants (right to buy) | $14.2 | 06/30/2015 | J(4) | 559 | 06/30/2015 | 12/31/2022 | Common Stock | 559 | $0.00(4) | 559 | I | By White Deer Energy TE L.P.(2)(4) | |||
Common Stock Warrants (right to buy) | $14.2 | 06/30/2015 | J(4) | 602 | 06/30/2015 | 12/31/2022 | Common Stock | 602 | $0.00(4) | 602 | I | By White Deer Energy FI L.P.(2)(4) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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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 June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 686,181 warrants on June 30, 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 June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 12,654 warrants on June 30, 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 June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 17,984 warrants on June 30, 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. | 07/02/2015 | |
/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. | 07/02/2015 | |
/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. | 07/02/2015 | |
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. | 07/02/2015 | |
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. | 07/02/2015 | |
/s/ Thomas Edelman | 07/02/2015 | |
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill | 07/02/2015 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |