Sec Form 3 Filing - HIGHTOWER JACK @ Pure Acquisition Corp. - 2018-04-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
HIGHTOWER JACK
2. Issuer Name and Ticker or Trading Symbol
Pure Acquisition Corp. [ PACQU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
C/O HIGHPEAK PURE ACQUISITION, LLC, 421 W. 3RD STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
04/12/2018
(Street)
FORT WORTH, TX76102
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class B common stock ( 1 ) ( 1 ) ( 1 ) Class A common stock 8,505,000 ( 4 ) I See Footnotes ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HIGHTOWER JACK
C/O HIGHPEAK PURE ACQUISITION, LLC
421 W. 3RD STREET, SUITE 1000
FORT WORTH, TX76102
X CEO and President
Signatures
/s/ Jack Hightower 04/12/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial business combination or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, and have no expiration date.
( 2 )HighPeak Pure Acquisition, LLC ("Acquisition") is the record holder of the shares reported herein. Acquisition is a wholly-owned subsidiary of HighPeak Energy Partners, LP ("HPEP"). HighPeak Energy Partners GP, LP ("HPEP GP") is the sole general partner of HPEP. HighPeak GP, LLC ("HP GP") is the sole general partner of HPEP GP. Jack Hightower has the right to appoint all of the managers to the board of managers of HP GP and is one of three managers of HP GP. Mr. Hightower has the number of votes necessary to constitute a majority of the total number of votes held by all of the managers of HP GP at any given time, which acts by majority vote. As a result, Mr. Hightower may be deemed to have or share beneficial ownership of the common stock held directly by Acquisition.
( 3 )(Continued from Footnote 2) Mr. Hightower disclaims any such beneficial ownership of such securities to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
( 4 )Includes 1,125,000 shares of Class B common stock that are subject to forfeiture if the underwriters in Pure Acquisition Corp.'s initial public offering of units do not exercise their over-allotment option.

Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney

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).
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