Sec Form 4 Filing - Edelman & Guill Energy L.P. @ PostRock Energy Corp - 2015-09-30

Insider filing report for Changes in Beneficial Ownership
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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
Edelman & Guill Energy L.P.
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)
(Last) (First) (Middle)
700 LOUISIANA STREET, SUITE 4770
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2015
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $ 0.56 09/30/2015 J( 1 ) 3,361,132 09/30/2015 03/31/2023 Common Stock 3,361,132 $ 0 ( 1 ) 3,361,132 I By White Deer Energy L.P. ( 1 ) ( 2 )
Common Stock Warrants (right to buy) $ 0.56 09/30/2015 J( 1 ) 111,998 09/30/2015 03/31/2023 Common Stock 111,998 $ 0 ( 1 ) 111,998 I By White Deer Energy TE L.P. ( 1 ) ( 2 )
Common Stock Warrants (right to buy) $ 0.56 09/30/2015 J( 1 ) 120,383 09/30/2015 03/31/2023 Common Stock 120,383 $ 0 ( 1 ) 120,383 I By White Deer Energy FI L.P. ( 1 ) ( 2 )
Common Stock Warrants (right to buy) $ 19.5 09/30/2015 J( 3 ) 12,191 09/30/2015 03/31/2023 Common Stock 12,191 $ 0 ( 3 ) 12,191 I By White Deer Energy L.P. ( 2 ) ( 3 )
Common Stock Warrants (right to buy) $ 19.5 09/30/2015 J( 3 ) 406 09/30/2015 03/31/2023 Common Stock 406 $ 0 ( 3 ) 406 I By White Deer Energy TE L.P. ( 2 ) ( 3 )
Common Stock Warrants (right to buy) $ 19.5 09/30/2015 J( 3 ) 437 09/30/2015 03/31/2023 Common Stock 437 $ 0 ( 3 ) 437 I By White Deer Energy FI L.P. ( 2 ) ( 3 )
Common Stock Warrants (right to buy) $ 14.2 09/30/2015 J( 4 ) 17,327 09/30/2015 03/31/2023 Common Stock 17,327 $ 0 ( 4 ) 17,327 I By White Deer Energy L.P. ( 2 ) ( 4 )
Common Stock Warrants (right to buy) $ 14.2 09/30/2015 J( 4 ) 576 09/30/2015 03/31/2023 Common Stock 576 $ 0 ( 4 ) 576 I By White Deer Energy TE L.P. ( 2 ) ( 4 )
Common Stock Warrants (right to buy) $ 14.2 09/30/2015 J( 4 ) 620 09/30/2015 03/31/2023 Common Stock 620 $ 0 ( 4 ) 620 I By White Deer Energy FI L.P. ( 2 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edelman & Guill Energy L.P.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX77002
X X
Edelman & Guill Energy Ltd.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX77002
X
White Deer Energy L.P.
700 LOUISIANA STREET
HOUSTON, TX77002
X
White Deer Energy TE L.P.
700 LOUISIANA STREET
HOUSTON, TX77002
X
White Deer Energy FI, L.P.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX77002
X
EDELMAN THOMAS J
777 MAIN STREET
SUITE 2500
FORT WORTH, TX76102
X
GUILL BEN A
600 TRAVIS
SUITE 6000
HOUSTON, TX77002
X
Signatures
/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. 10/02/2015
Signature of Reporting Person Date
/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. 10/02/2015
Signature of Reporting Person Date
/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. 10/02/2015
Signature of Reporting Person Date
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 10/02/2015
Signature of Reporting Person Date
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. 10/02/2015
Signature of Reporting Person Date
/s/ Thomas Edelman 10/02/2015
Signature of Reporting Person Date
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill 10/02/2015
Signature of Reporting Person Date
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 September 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 3,593,513 warrants on September 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 September 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 13,034 warrants on September 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 September 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 18,523 warrants on September 30, 2015.

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