SEC Form 4 · accession 0000899243-18-010438
Pure Acquisition Corp. · PACQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack Hightower
Officer — CEO and President · Director
Period of report
Apr 17, 2018
Accepted (ET)
Apr 19, 2018 · 5:34 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001726293
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantsF2,F3,F4,F5 | $11.50 | Apr 17, 2018 | P | 10,280,000 | A | — | — | Class A Common Stock | 10,280,000 | 10,280,000 | I |
Explanation of responses
- F1Upon closing of the initial public offering (the "Offering") of Pure Acquisition Corp. (the "Issuer"), HighPeak Pure Acquisition, LLC ("Acquisition") purchased 10,280,000 warrants to purchase Class A common stock at a price of $1.00 per warrant pursuant to a subscription agreement with the Issuer.
- F2Acquisition is the record holder of the warrants 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 warrants held directly by Acquisition.
- F3The reporting person disclaims beneficial ownership of these warrants except 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 Section 16 or any other purpose.
- F4The warrants will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's Offering.
- F5The warrants will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the prospectus for the Issuer's Offering.