Sec Form 4 Filing - Edelman & Guill Energy L.P. @ PostRock Energy Corp - 2015-12-31

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)
12/31/2015
(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) $ 0.32 12/31/2015 J( 1 ) 6,085,487 12/31/2015 06/30/2023 Common Stock 6,085,487 $ 0 ( 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 ( 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 ( 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 ( 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 ( 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 ( 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 ( 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 ( 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 ( 4 ) 639 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. 01/06/2016
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. 01/06/2016
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. 01/06/2016
Signature of Reporting Person Date
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 01/06/2016
Signature of Reporting Person Date
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. 01/06/2016
Signature of Reporting Person Date
/s/ Thomas Edelman 01/06/2016
Signature of Reporting Person Date
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill 01/06/2016
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 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.

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