Sec Form 3 Filing - WOODARD RODNEY L @ HighPeak Energy, Inc. - 2020-08-21

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 WOODARD RODNEY L 2. Issuer Name and Ticker or Trading Symbol HighPeak Energy, Inc. [ HPK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 421 W. 3RD STREET, SUITE 1000 3. Date of Earliest Transaction (MM/DD/YY) 08/21/2020 (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 Common Stock, par value $0.0001 per share 1,000 ( 1 ) D Common Stock, par value $0.0001 per share 13,000 I See Footnotes ( 2 ) ( 3 )

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 Warrants $ 11.5 09/20/2020 08/21/2025 Common Stock, par value $0.0001 per share 1,000 ( 4 ) D Warrants $ 11.5 09/20/2020 08/21/2025 Common Stock, par value $0.0001 per share 13,000 I See Footnote ( 5 ) Contingent Value Rights ( 6 ) ( 6 ) ( 6 ) Common Stock, par value $0.0001 per share 2,125 ( 6 ) D Contingent Value Rights ( 6 ) ( 6 ) ( 6 ) Common Stock, par value $0.0001 per share 27,625 ( 6 ) I See Footnote ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOODARD RODNEY L 421 W. 3RD STREET, SUITE 1000 FORT WORTH, TX76102 Chief Operating Officer Signatures /s/ Steven W. Tholen, Attorney-in-Fact 08/26/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,000 shares of common stock, par value $0.0001 per share ("Common Stock") of HighPeak Energy, Inc., a Delaware corporation (the "Issuer") received by the Reporting Person in exchange for an equivalent number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Pure Acquisition Corp. ("Pure") in connection with the closing of a business combination transaction (the "Transaction") between the Issuer and Pure on August 21, 2020. ( 2 )Includes 1,000 shares of Common Stock held through a personal vehicle issued in exchange for shares of Class A Common Stock in connection with the closing of the Transaction. ( 3 )Includes 12,000 shares of Common Stock, 12,000 warrants of the Issuer representing the right to purchase Common Stock and 12,000 contingent value rights ("CVRs") of the Issuer, issued pursuant to the Amended & Restated 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 and (iv) solely for the limited purposes specified therein, Pure, held through a personal vehicle. ( 4 )Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person in exchange for Class A Common Stock in connection with the Transaction. ( 5 )Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person, through a personal vehicle, pursuant to (i) the Forward Purchase Agreement and (ii) in exchange for Class A Common Stock in connection with the Transaction. ( 6 )Pursuant to the Contingent Value Rights Agreement, dated August 21, 2020 (the "CVR Agreement"), by and among (i) the Issuer, (ii) HighPeak Energy, LP, (iii) HighPeak Energy II, LP, (iv) HighPeak Pure Acquisition, LLC and (v) Continental Stock Transfer & Trust Company, as rights agent, entered into in connection with the Transaction, 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 of the Transaction), 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). ( 7 )Represents CVRs of the Issuer issued to the Reporting Person, through a personal vehicle, pursuant to (i) the Forward Purchase Agreement and (ii) in exchange for Class A Common Stock in connection with the Transaction.

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