SEC Form 4 · accession 0001209191-15-001756
PostRock Energy Corp · PSTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas J Edelman
10% Owner
Ben A Guill
10% Owner
White Deer Energy L.P.
10% Owner
White Deer Energy TE L.P.
10% Owner
White Deer Energy FI, L.P.
10% Owner
Edelman & Guill Energy Ltd.
10% Owner
Edelman & Guill Energy L.P.
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 9:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001473061
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Warrants (right to buy)F1,F2 | $0.37 | Dec 31, 2014 | J | 6,085,204 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 6,085,204 | 6,085,204 | I |
| Common Stock Warrants (right to buy)F1,F2 | $0.37 | Dec 31, 2014 | J | 202,768 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 202,768 | 202,768 | I |
| Common Stock Warrants (right to buy)F1,F2 | $0.37 | Dec 31, 2014 | J | 217,949 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 217,949 | 217,949 | I |
| Common Stock Warrants (right to buy)F3,F2 | $1.95 | Dec 31, 2014 | J | 111,573 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 111,573 | 111,573 | I |
| Common Stock Warrants (right to buy)F3,F2 | $1.95 | Dec 31, 2014 | J | 3,708 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 3,708 | 3,708 | I |
| Common Stock Warrants (right to buy)F3,F2 | $1.95 | Dec 31, 2014 | J | 3,991 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 3,991 | 3,991 | I |
| Common Stock Warrants (right to buy)F4,F2 | $1.42 | Dec 31, 2014 | J | 158,570 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 158,570 | 158,570 | I |
| Common Stock Warrants (right to buy)F4,F2 | $1.42 | Dec 31, 2014 | J | 5,268 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 5,268 | 5,268 | I |
| Common Stock Warrants (right to buy)F4,F2 | $1.42 | Dec 31, 2014 | J | 5,673 | A | Dec 31, 2014 | Jun 30, 2022 | Common Stock | 5,673 | 5,673 | I |
Explanation of responses
- F1Pursuant 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, 2014, one such date passed, and thus the Reporting Persons acquired an aggregate of 6,505,921 warrants on December 31, 2014.
- F2Mr. 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.
- F3Pursuant 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, 2014, one such date passed, and thus the Reporting Persons acquired an aggregate of 119,272 warrants on December 31, 2014.
- F4Pursuant 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, 2014, one such date passed, and thus the Reporting Persons acquired an aggregate of 169,511 warrants on December 31, 2014.