- Statement of Changes in Beneficial Ownership (4)
June 14 2010 - 7:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB Number:
3235-0287
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hammond Gabriel Arce
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2. Issuer Name
and
Ticker or Trading Symbol
PostRock Energy Corp
[
PSTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2100 MCKINNEY AVENUE, 14TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2010
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. 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
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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6/10/2010
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S
(1)
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5660
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D
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$4.70
(2)
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970614
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I
(3)
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Through funds
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Common Stock
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6/10/2010
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S
(4)
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1777
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D
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$4.70
(2)
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781398
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D
(5)
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Common Stock
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6/10/2010
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S
(6)
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2665
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D
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$4.70
(2)
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131753
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D
(7)
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Common Stock
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6/10/2010
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S
(8)
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888
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D
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$4.70
(2)
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45782
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D
(9)
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Common Stock
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6/10/2010
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S
(10)
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330
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D
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$4.70
(2)
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11681
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D
(11)
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Common Stock
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6/11/2010
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S
(1)
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5100
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D
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$4.62
(12)
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965514
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I
(3)
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Through funds
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Common Stock
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6/11/2010
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S
(4)
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2215
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D
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$4.62
(12)
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779183
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D
(5)
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Common Stock
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6/11/2010
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S
(6)
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1731
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D
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$4.62
(12)
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130022
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D
(7)
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Common Stock
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6/11/2010
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S
(8)
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577
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D
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$4.62
(12)
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45205
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D
(9)
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Common Stock
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6/11/2010
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S
(10)
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577
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D
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$4.62
(12)
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11104
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D
(11)
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Explanation of Responses:
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(
1)
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These shares were sold pursuant to a 10b5-1 trading plan as described below.
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(
2)
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The prices reported in Column 4 are weighted average prices. The Reporting Persons (as defined below) undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions on June 10, 2010 at prices ranging from $4.60 to $4.75, inclusive.
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(
3)
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These shares may be deemed to be beneficially and indirectly owned by SteelPath Capital Management LLC ("Management") and Gabriel A. Hammond, a director of the issuer. Management serves as investment advisor to the funds listed in this report. Mr. Hammond is the manager and a member of Management and of each of the general partners. Each of Mr. Hammond and Management disclaims beneficial ownership of such shares except to the extent of their respective pecuniary interest therein and this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose.
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(
4)
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These shares were sold by SP Opportunity Partners IV LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
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(
5)
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SP Opportunity Advisors IV LLC is the general partner of SP Opportunity Partners IV LP and may be deemed to be the indirect beneficial owner of these shares.
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(
6)
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These shares were sold by SP Opportunity Partners IX LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
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(
7)
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SP Opportunity Advisors IX LLC is the general partner of SP Opportunity Partners IX LP and may be deemed to be the indirect beneficial owner of these shares.
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(
8)
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These shares were sold by SCM Capital Partners LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
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(
9)
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SP Capital Advisors LLC is the general partner of SCM Capital Partners LP and may be deemed to be the indirect beneficial owner of these shares.
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(
10)
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These shares were sold by SP Focus Partners LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
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(
11)
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SP Focus Advisors LLC is the general partner of SP Focus Partners LP and may be deemed to be the indirect beneficial owner of these shares.
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(
12)
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These shares were sold in multiple transactions on June 11, 2010 at prices ranging from $4.51 to $4.74, inclusive.
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Remarks:
Gabriel Hammond, Management, SP Opportunity Partners IV LP, SP Opportunity Advisors IV LLC, SP Opportunity Partners IX LP, SP Opportunity Advisors IX LLC, SCM Capital Partners LP, SP Capital Advisors LLC, SP Focus Partners LP and SP Focus Advisors LLC (collectively, the "Reporting Persons") may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Mr. Hammond may be deemed to serve on the board of directors of the issuer as a representative of each of the aforementioned entities and such entities may be deemed to be directors by deputization. The filing of this report and the inclusion of information herein shall not be considered an admission that any Reporting Person is in fact a member of such a "group" or that such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in connection with any such "group" or that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law.
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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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Hammond Gabriel Arce
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SteelPath Capital Management LLC
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Opportunity Advisors IV LLC
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Opportunity Partners IV LP
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Opportunity Advisors IX LLC
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Opportunity Partners IX LP
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Capital Advisors LLC
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SCM Capital Partners LP
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Focus Advisors LLC
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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SP Focus Partners LP
2100 MCKINNEY AVENUE
14TH FLOOR
DALLAS, TX 75201
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X
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X
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Signatures
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/s/ Gabriel A. Hammond
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SteelPath Capital Management LLC
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6/14/2010
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Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC
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6/14/2010
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Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC, general partner of SP Opportunity Partners IV LP
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC, general partner of SP Opportunity Partners IX LP
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC, general partner of SCM Capital Partners LP
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6/14/2010
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**
Signature of Reporting Person
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Date
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/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC, general partner of SP Focus Partners LP
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6/14/2010
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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 4(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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