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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
PostRock Energy Corp 210 PARK AVENUE OKLAHOMA CITY, OK 73102 |
X | |||
Constellation Energy Partners Management, LLC 210 PARK AVENUE OKLAHOMA CITY, OK 73102 |
X | |||
White Deer Energy L.P. 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
White Deer Energy TE L.P. 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
White Deer Energy FI, L.P. 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
Edelman & Guill Energy L.P. 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
Edelman & Guill Energy Ltd. 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
EDELMAN THOMAS J 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X | |||
GUILL BEN A 700 LOUISIANA ST. SUITE 4770 HOUSTON, TX 77002 |
X |
PostRock Energy Corporation, /s/ STEPHEN L. DEGIUSTI, Name: Stephen L. DeGiusti, Position: Executive Vice President, General Counsel & Secretary | 12/21/2011 | |
**Signature of Reporting Person | Date | |
Constellation Energy Partners Management, LLC, /s/ STEPHEN L. DEGIUSTI, Name: Stephen L. DeGiusti, Position: Secretary and Treasurer | 12/21/2011 | |
**Signature of Reporting Person | Date | |
White Deer Energy L.P., By: Edelman & Guill Energy L.P., its general partner, By: Edelman & Guill Energy Ltd., its general partner, /s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman, Position: Director | 12/21/2011 | |
**Signature of Reporting Person | Date | |
White Deer Energy TE L.P., By: Edelman & Guill Energy L.P., its general partner, By: Edelman & Guill Energy Ltd., its general partner, /s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman, Position: Director | 12/21/2011 | |
**Signature of Reporting Person | Date | |
White Deer Energy FI L.P., By: Edelman & Guill Energy L.P., its general partner, By: Edelman & Guill Energy Ltd., its general partner, /s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman, Position: Director | 12/21/2011 | |
**Signature of Reporting Person | Date | |
Edelman & Guill Energy L.P., By: Edelman & Guill Energy Ltd., its general partner, /s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman, Position: Director | 12/21/2011 | |
**Signature of Reporting Person | Date | |
Edelman & Guill Energy Ltd., /s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman, Position: Director | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ THOMAS J. EDELMAN, Name: Thomas J. Edelman | 12/21/2011 | |
**Signature of Reporting Person | Date | |
/s/ BEN A. GUILL, Name: Ben A. Guill | 12/21/2011 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | As of the date of this Form 4, Constellation Energy Partners Management, LLC ("CEPM") directly holds 5,918,894 common units representing Class B limited liability company interests in the Issuer and 485,065 Class A Units representing Class A limited liability company interests in the Issuer. |
(2) | This Form 4 is jointly filed by CEPM, PostRock Energy Corporation ("PostRock"), White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "White Deer Funds"), Edelman & Guill Energy L.P. ("GP LP"), Edelman & Guill Energy Ltd. ("GP Ltd."), Thomas J. Edelman and Ben A. Guill. CEPM is a wholly owned subsidiary of PostRock. As of the date of this Form 4, the White Deer Funds, in the aggregate, may be deemed to beneficially own approximately 68.7% of the shares of PostRock common stock outstanding on a pro forma basis (accounting for the exercise of warrants to purchase an aggregate of 20,840,596 common shares of PostRock common stock held by the White Deer Funds). GP LP is the general partner of the Funds, GP Ltd. is the general partner of GP LP, and Messrs. Edelman and Guill are the directors of GP Ltd. |
(3) | PostRock may be deemed to beneficially own CEPM's interest in the Issuer through its ability to control CEPM. |
(4) | The White Deer Funds, have, together with GP LP, GP Ltd., Mr. Edelman and Mr. Guill formed a "group" as defined in Section 13(d)(3) with respect to the shares of PostRock common stock beneficially owned by the White Deer Funds, and each member of the group may be deemed to beneficially own all or some portion of the common units and Class A units of the Issuer owned of record by CEPM, to the extent the group is deemed to control PostRock. Each of the reporting persons other than CEPM and PostRock disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |