SCHEDULE
13D
CUSIP No.
737525105
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments
Thereto Filed Pursuant to Rule 13d-2(a)
POSTROCK
ENERGY CORPORATION
(Name of
Issuer)
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
(CUSIP
Number)
|
Alerian
Capital Management LLC
2100
McKinney Avenue
14th
Floor
Dallas,
TX 75201
214-740-6040
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
o
Note
: Schedules filed in
paper format shall include a signed original and five copies of the Schedule,
including all exhibits.
See
Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however,
see
the
Notes
).
SCHEDULE
13D
CUSIP No.
737525105
|
1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Alerian
Opportunity Partners IV, LP
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Texas
|
|
Number
of
Shares
|
7
|
SOLE
VOTING POWER
|
|
Beneficially
Owned
by
|
8
|
SHARED
VOTING POWER
791,633
Shares
|
|
Each
Reporting
|
9
|
SOLE
DISPOSITIVE POWER
|
|
Person
With
|
10
|
SHARED
DISPOSITIVE POWER
791,633
Shares
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
791,633
Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
o
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
|
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
PN
|
SCHEDULE
13D
CUSIP No.
737525105
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Alerian
Capital Management LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
Number
of
Shares
|
7
|
SOLE
VOTING POWER
|
|
Beneficially
Owned
by
|
8
|
SHARED
VOTING POWER
999,420
Shares
|
|
Each
Reporting
|
9
|
SOLE
DISPOSITIVE POWER
|
|
Person
With
|
10
|
SHARED
DISPOSITIVE POWER
999,420
Shares
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
999,420
Shares
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
|
|
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
IA
|
SCHEDULE
13D
CUSIP No.
737525105
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Gabriel
Arce Hammond
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
Number
of
Shares
|
7
|
SOLE
VOTING POWER
|
|
Beneficially
Owned
by
|
8
|
SHARED
VOTING POWER
999,420
Shares (1)
|
|
Each
Reporting
|
9
|
SOLE
DISPOSITIVE POWER
|
|
Person
With
|
10
|
SHARED
DISPOSITIVE POWER
999,420
Shares (1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
999,420
Shares (1)
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS)
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
|
|
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
IN
|
(1) The filing of this Schedule 13D and
any future amendment by Mr. Hammond, and the inclusion of information herein and
therein with respect to Mr. Hammond, shall not be considered an admission that
he, for the purpose of Section 16(b) of the Exchange Act, is the beneficial
owner of any shares in which he does not have a pecuniary
interest. Mr. Hammond disclaims any beneficial ownership of the
shares of Common Stock covered by this Statement.
SCHEDULE
13D
CUSIP No.
737525105
|
Item
1.
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Security
and Issuer.
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The name
of the issuer is PostRock Energy Corporation, a Delaware corporation (the
“Issuer”). The Issuer’s principal executive offices are located
at 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102. The
title of the class of equity securities to which this statement on Schedule 13D
(this “Schedule 13D”) relates is the common stock of the Issuer, par value $.01
per share (the “Common Stock”).
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Item
2.
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Identify
and Background
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(a) This
Schedule 13D is filed by Alerian Opportunity Partners IV, LP (“Opportunity IV”),
Alerian Capital Management LLC (“Management”) and Gabriel Hammond (collectively,
the “Reporting Persons”). Alerian Opportunity Advisors IV LLC
(“Opportunity Advisors”) is the general partner of Opportunity IV and Mr.
Hammond is the managing member of Opportunity Advisors and
Management.
(b) The
business address of the Reporting Persons is 2100 McKinney Avenue, 14th Floor,
Dallas, TX 75201.
(c) The
principal business of the Reporting Persons is investing in energy
infrastructure through the emerging midstream energy Master Limited Partnership
asset class.
(d) and
(e). During the last five years, none of the Reporting Persons or Opportunity
Advisors have been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f)
Opportunity IV and Management are organized as limited partnerships under the
laws of the State of Delaware. Opportunity Advisors is organized as a
limited liability company under the laws of the State of
Delaware. Mr. Hammond is a United States citizen.
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Item
3.
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Source
and Amount of Funds or Other
Consideration.
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As of the
date hereof, the Reporting Persons beneficially own 999,420 shares of Common
Stock. The Reporting Persons acquired these shares in connection with
the Merger as more fully described below.
The
transactions contemplated by the Agreement and Plan of Merger, dated as of July
2, 2009 and amended as of October 2, 2009 (the “Merger Agreement”) among the
Issuer, Quest Resource Corporation (now known as PostRock Energy Services
Corporation), Quest Energy Partners, L.P. (now known as PostRock MidContinent
Production, LLC), Quest Midstream Partners, L.P. (now known as PostRock
Midstream, LLC) (“QMLP”), Quest Midstream GP, LLC (“QMGP”), Quest Energy GP, LLC
and other parties thereto closed on March 5, 2010 (the
“Merger”). Pursuant to the Merger Agreement, all of the Reporting
Person’s common units in OMLP and membership interest in QMGP were converted
into shares of Common Stock of the Issuer at the effective time of the
Merger.
The
Reporting Persons entered into the transaction in the ordinary course of
business for investment purposes. At the time of the Merger, Mr.
Hammond was appointed to the Issuer’s Board of Directors. Mr. Hammond currently
serves on the Issuer’s Compensation Committee of the Board of Directors. Other
than as disclosed in this Item 4 and other than in Mr. Hammond’s capacity as a
director of the Issuer, none of the Reporting Persons currently has plans or
proposals that relate to or would result in any of the following:
SCHEDULE
13D
CUSIP No.
737525105
(a) The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b) An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A
sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any
change in the present board of directors or management of the Issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board;
(e) Any
material change in the present capitalization or dividend policy of the
Issuer;
(f) Any
other material change in the Issuer’s business or corporate structure including,
but not limited to, if the Issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940;
(g) Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Issuer by any
person;
(h) Causing
a class of securities of the Issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i) A
class of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act, or
(j) Any
action similar to any of those enumerated above.
|
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Interest
in Securities of the
Issuer.
|
(a) and
(b) The
following table sets forth certain information with respect to shares of Common
Stock beneficially owned by the Reporting Persons listed:
|
Name
|
Number
of shares of Common Stock
|
Sole or Shared
Voting
(2)
|
Sole or Shared
Dispositive
(2)
|
%
of Total Outstanding
(1)
|
|
|
|
|
|
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Opportunity
IV
|
791,633
|
Shared
|
Shared
|
9.9%
|
|
|
|
|
|
|
|
Management
|
999,420
|
Shared
|
Shared
|
12.5%
|
|
|
|
|
|
|
|
Mr.
Hammond (3)
|
999,420
|
Shared
|
Shared
|
12.5%
|
(1) The
calculation of the percentage is based on 8,029,898 shares outstanding as of
March 8, 2010 as disclosed in the Issuers Report on 10-K filed on March 19,
2010.
(2)
Management serves as the investment advisor to Alerian Opportunity Partners IV,
Alerian Opportunity Partners IX, Alerian Capital Partners and Alerian Focus
Partners, LP (collectively the “Funds”), which own the shares
directly. Management in its capacity as investment advisors has the
power to direct the voting and disposition of the shares of Common Stock held by
the Funds.
(3) Mr.
Hammond specifically disclaims beneficial ownership in the shares of Common
Stock reported herein except to the extent of his pecuniary interest therein, if
any.
SCHEDULE
13D
CUSIP No.
737525105
(c) No
Reporting Person has effected any transactions with respect to the Common Stock
in the past 60 days, other than the transaction reported herein.
(d) Not
applicable.
(e) Not
applicable.
|
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Except as
set forth in Item 4, none of the Reporting Persons, has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
other person with respect to any securities of the Issuer or its subsidiaries,
including, but not limited to, transfer or voting of any securities, finder’s
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of
proxies.
|
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Material
to be Filed as
Exhibits.
|
Exhibit 1
Joint Filing Agreement dated as of March 22, 2010.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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|
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ALERIAN
OPPORTUNITY PARTNERS IV, LP
|
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By:
Alerian Opportunity Advisors IV LLC
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By:
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond, its managing member
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ALERIAN
CAPITAL MANAGEMENT LLC
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By:
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond
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SCHEDULE
13D
CUSIP No.
737525105
EXHIBIT
1
SCHEDULE
13D JOINT FILING AGREEMENT
In
accordance with the requirements of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, and subject to the limitations set forth therein, the
parties set forth below agree to jointly file the Schedule 13D to which this
joint filing agreement is attached, and any and all future amendments to the
Schedule 13D, and have duly executed this joint filing agreement as of the date
set forth below.
Dated:
March 22, 2010
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ALERIAN
OPPORTUNITY PARTNERS IV, LP
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By:
Alerian Opportunity Advisors IV LLC
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By:
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond, its managing member
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ALERIAN
CAPITAL MANAGEMENT LLC
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By:
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond
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/s/ Gabriel A. Hammond
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Gabriel
A. Hammond
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Grafico Azioni PostRock Energy (CE) (USOTC:PSTRQ)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni PostRock Energy (CE) (USOTC:PSTRQ)
Storico
Da Lug 2023 a Lug 2024
