- Initial Statement of Beneficial Ownership (3)
01 Ottobre 2010 - 9:25PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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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
*
Edelman & Guill Energy L.P.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
9/21/2010
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3. Issuer Name
and
Ticker or Trading Symbol
PostRock Energy Corp [PSTR]
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(Last)
(First)
(Middle)
700 LOUISIANA, SUITE 4770
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Series A Cumulative Redeemable Preferred Stock
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5612
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I
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By White Deer Energy L.P.
(1)
(2)
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Series A Cumulative Redeemable Preferred Stock
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187
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I
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By White Deer Energy TE L.P.
(1)
(2)
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Series A Cumulative Redeemable Preferred Stock
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201
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I
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By White Deer Energy FI L.P.
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrants (right to buy)
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1/19/2011
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3/21/2018
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Common Stock
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17817143
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$3.15
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I
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By White Deer Energy L.P.
(1)
(2)
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Common Stock Warrants (right to buy)
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1/19/2011
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3/21/2018
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Common Stock
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592381
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$3.15
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I
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By White Deer Energy TE L.P.
(1)
(2)
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Common Stock Warrants (right to buy)
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1/19/2011
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3/21/2018
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Common Stock
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638095
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$3.15
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I
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By White Deer Energy FI L.P.
(1)
(2)
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Explanation of Responses:
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(
1)
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These securities are owned of record by White Deer Energy L.P. (5,612 Shares of Series A Cumulative Redeemable Preferred Stock and Common Stock Warrants for 17,817,143 shares of Common Stock), White Deer Energy TE L.P. (187 Shares of Series A Cumulative Redeemable Preferred Stock and Common Stock Warrants for 592,381 shares of Common Stock) and White Deer Energy FI L.P. (201 Shares of Series A Cumulative Redeemable Preferred Stock and Common Stock Warrants for 638,095 shares of Common Stock) (collectively, the "Funds"), which are members of a "group" for purposes of Section 13(d) of the Exchange Act. Such group includes Edelman & Guill Energy L.P., Edelman & Guill Energy Ltd., Thomas J. Edelman and Ben A. Guill.
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(
2)
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Mr. Edelman has been appointed as a director of the Issuer. Edelman & Guill Energy L.P. is the general partner of 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 investment 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 beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Edelman & Guill Energy L.P.
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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White Deer Energy L.P.
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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White Deer Energy TE L.P.
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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White Deer Energy FI, L.P.
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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Edelman & Guill Energy Ltd.
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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EDELMAN THOMAS J
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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GUILL BEN A
700 LOUISIANA, SUITE 4770
HOUSTON, TX 77002
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X
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X
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Signatures
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/s/ Thomas Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P.
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P.
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P.
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P.
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, Director of Edelman & Guill Energy Ltd.
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman
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10/1/2010
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**
Signature of Reporting Person
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Date
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/s/ Ben Guill
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10/1/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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