HighPeak Energy Partners II Form 3 HighPeak Energy / JACK HIGHTOWER ownership change

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^*

HIGHTOWER JACK

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2020

3. Issuer Name and Ticker or Trading Symbol
HighPeak Energy, Inc. [ HPK ]

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

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

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, par value $0.0001 per share	100,000(1)	D
Common Stock, par value $0.0001 per share	81,739,054(2)	I	See Footnotes(3)(4)(5)(6)(7)
Common Stock, par value $0.0001 per share	2,336	I	See Footnote(8)

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
Warrants	09/20/2020	08/21/2025	Common Stock, par value $0.0001 per share	100,000(1)	11.5	D
Contingent Value Rights	(9)	(9)	Common Stock, par value $0.0001 per share	212,500	(9)	D
Warrants	09/20/2020	08/21/2025	Common Stock, par value $0.0001 per share	500,000	11.5	I	See Footnote(6)
Warrants	09/20/2020	08/21/2025	Common Stock, par value $0.0001 per share	2,336	11.5	I	See Footnote(10)
Contingent Value Rights	(9)	(9)	Common Stock, par value $0.0001 per share	1,062,500	(9)	I	See Footnote(6)
Contingent Value Rights	(9)	(9)	Common Stock, par value $0.0001 per share	4,964	(9)	I	See Footnote(11)

1. Name and Address of Reporting Person^*

HIGHTOWER JACK

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HighPeak Pure Acquisition, LLC

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HighPeak Energy Partners, LP

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HighPeak Energy III, LP

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HighPeak Energy Partners II, LP

(Last) (First) (Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

Explanation of Responses:

1. In connection with the Transaction (as defined below), the Reporting Person was issued (i) 100,000 shares of common stock, par value $0.0001 per share ("Common Stock") of HighPeak Energy, Inc. (the "Issuer"), (ii) 100,000 warrants to purchase Common Stock and (iii) 100,000 contingent value rights ("CVRs") of the Issuer pursuant to a Forward Purchase Agreement, dated July 24, 2020 (the "Forward Purchase Agreement"), by and among (i) the Issuer, (ii) the Purchasers (as defined therein) designated as parties thereto, (iii) HighPeak Energy Partners, LP, a Delaware limited partnership ("HPEP I") and (iv) solely for the limited purposes specified therein, Pure Acquisition Corp., a Delaware corporation ("Pure").

2. Represents shares of Common Stock received by (i) HighPeak Pure Acquisition, LLC, a Delaware limited liability company ("Pure Sponsor"), (ii) HighPeak Energy, LP, a Delaware limited partnership ("HighPeak I"), (iii) HighPeak Energy II, LP, a Delaware limited partnership ("HighPeak II") and (iv) HighPeak Energy III, LP a Delaware limited partnership ("HighPeak III" and, together with Pure Sponsor, HighPeak I and HighPeak II, the "Record Holders" and each, a "Record Holder") in connection with a business combination transaction (the "Transaction") involving the Issuer and Pure.

3. In connection with the Transaction, Pure Sponsor received 4,856,000 shares of Common Stock in exchange for shares of Class B common stock, par value $0.0001 per share of Pure. The sole member of Pure Sponsor is HPEP I, whose general partner is HighPeak Energy Partners GP, LP, a Delaware limited partnership ("HPEP I GP"). The general partner of HPEP I GP is HighPeak GP, LLC, a Delaware limited liability company ("HP GP I"). The Reporting Person has the right to appoint all managers to the board of managers of HP GP I, and is one of three managers of HP GP I.

4. In connection with the Transaction, HighPeak I and HighPeak II received 39,642,461 and 36,740,593 shares of Common Stock, respectively, in exchange for the contribution of certain assets to the Issuer. The general partner of HighPeak I is HighPeak Energy GP, LLC, a Delaware limited liability company ("HighPeak I GP"). The sole member of HighPeak I GP is HPEP I, whose general partner is HPEP I GP. The general partner of HPEP I GP is HP GP I. The Reporting Person has the right to appoint all managers to the board of managers of HP GP I, and is one of three managers of HP GP I.

5. The general partner of HighPeak II is HighPeak Energy GP II, LLC, a Delaware limited liability company ("HighPeak II GP"). The sole member of HighPeak II GP is HighPeak Energy Partners II, LP, whose general partner is HighPeak Energy Partners GP II, LP, a Delaware limited partnership ("HPEP II GP"). The general partner of HPEP II GP is HighPeak GP II, LLC, a Delaware limited liability company ("HP GP II"). The Reporting Person has the right to appoint all managers to the board of managers of HP GP II, and is one of three managers of HP GP II.

6. In connection with the Transaction, HighPeak III was issued (i) 500,000 shares of Common Stock, (ii) 500,000 warrants to purchase Common Stock and (iii) 500,000 CVRs of the Issuer pursuant to the Forward Purchase Agreement. The general partner of HighPeak III is HighPeak Energy GP III, LLC, a Delaware limited liability company ("HighPeak III GP"). The Reporting Person has the right to appoint all managers to the board of managers of HighPeak III GP, and is one of three managers HighPeak III GP. The Reporting Person also holds all outstanding limited partnership interests in HighPeak III.

7. The Reporting Person directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of the Common Stock owned by the Record Holders. The Reporting Person disclaims beneficial ownership of the Common Stock held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

8. Represents shares of Common Stock issued to the Reporting Person's wife in exchange for Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") of Pure, in connection with the Transaction.

9. Pursuant to the Contingent Value Rights Agreement, dated August 21, 2020 (the "CVR Agreement"), by and among (i) the Issuer, (ii) HighPeak I, (iii) HighPeak Energy II (iv) Pure Sponsor and (v) Continental Stock Transfer & Trust Company, as rights agent, entered into in connection with the Closing, each CVR entitles Qualifying CVR Holders (as defined in the CVR Agreement) to receive, in certain circumstances, additional shares of Common Stock (or, in limited circumstances, such other form as is provided for in the CVR Agreement), if necessary, to satisfy a 10% preferred simple annual return (based on a $10.00 per share price at the Closing), subject to a floor downside per-share price of $4.00, for certain qualifying holders as of the CVR Maturity Date (as defined in the CVR Agreement).

10. Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person's wife in exchange for Class A Common Stock in connection with the Transaction.

11. Represents CVRs issued to the Reporting Person's wife in exchange for Class A Common Stock in connection with the Transaction

	/s/ Jack Hightower	08/26/2020
	/s/ Jack Hightower, President and Chief Executive Officer, HighPeak Pure Acquisition, LLC	08/26/2020
	/s/ Jack Hightower, Chief Executive Officer, HighPeak Energy Partners GP, LLC, the general partner of HighPeak Energy Partners, LP	08/26/2020
	/s/ Jack Hightower, Chief Executive Officer, HighPeak Energy Partners GP II, LLC, the general partner of HighPeak Energy Partners II, LP	08/26/2020
	/s/ Jack Hightower, Chief Executive Officer, HighPeak Energy GP III, LLC, the general partner of HighPeak Energy III, LP	08/26/2020
	** Signature of Reporting Person	Date
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