SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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PostRock Energy Corporation
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
(CUSIP Number)
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James E. Saxton
White Deer Energy L.P.
700 Louisiana, Suite 4770
Houston, Texas 77002
(713) 581-6900
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(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 that 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.
¨
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Note:
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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.
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*
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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.
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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 (
“Act”
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
13D
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CUSIP No. 737525105
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Page 2 of 11 Pages
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(1)
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Name of reporting person
White Deer Energy L.P.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
22,843,850*
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(8)
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Shared voting power
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(9)
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Sole dispositive power
22,843,850*
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(10)
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Shared dispositive power
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(11)
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Aggregate amount beneficially
owned by each reporting person
22,843,850*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
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(13)
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Percent of class represented by
amount in Row (11)
66.49%
†
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(14)
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Type of reporting person (see
instructions)
PN (Limited Partnership)
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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†
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All percentages are based on 12,115,570 outstanding shares of Common Stock as of March 1, 2012, as disclosed by PostRock Energy Corporation in its Annual Report on Form
10-K for the year ended December 31, 2011.
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13D
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CUSIP No. 737525105
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Page 3 of 11 Pages
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(1)
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Name of reporting person
White Deer Energy TE L.P.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
759,688*
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(8)
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Shared voting power
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(9)
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Sole dispositive power
759,688*
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(10)
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Shared dispositive power
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(11)
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Aggregate amount beneficially
owned by each reporting person
759,688*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
¨
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(13)
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Percent of class represented by
amount in Row (11)
2.21%
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(14)
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Type of reporting
person
PN (Limited Partnership)
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 4 of 11 Pages
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(1)
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Name of reporting person
White Deer Energy FI L.P.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
818,028*
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(8)
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Shared voting power
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(9)
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Sole dispositive power
818,028*
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(10)
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Shared dispositive power
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(11)
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Aggregate amount beneficially
owned by each reporting person
818,028*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
¨
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(13)
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Percent of class represented by
amount in Row (11)
2.38%
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(14)
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Type of reporting
person
PN (Limited Partnership)
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 5 of 11 Pages
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(1)
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Name of reporting person
Edelman & Guill Energy L.P.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
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(3)
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SEC use only
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(4)
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Source of funds
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
24,421,566*
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(8)
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Shared voting power
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(9)
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Sole dispositive power
24,421,566*
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(10)
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Shared dispositive power
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(11)
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Aggregate amount beneficially
owned by each reporting person
24,421,566*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
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(13)
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Percent of class represented by
amount in Row (11)
71.08%
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(14)
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Type of reporting
person
PN (Limited Partnership)
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 6 of 11 Pages
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(1)
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Name of reporting person
Edelman & Guill Energy Ltd.
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds (see
instructions)
OO
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
Cayman Islands
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
24,421,566*
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(8)
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Shared voting power
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(9)
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Sole dispositive power
24,421,566*
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(10)
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Shared dispositive power
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(11)
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Aggregate amount beneficially
owned by each reporting person
24,421,566*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
¨
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(13)
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Percent of class represented by
amount in Row (11)
71.08%
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(14)
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Type of reporting
person
CO
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 7 of 11 Pages
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(1)
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Name of reporting person
Thomas J. Edelman
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds
OO, PF
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
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(8)
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Shared voting power
24,421,566*
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(9)
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Sole dispositive power
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(10)
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Shared dispositive power
24,421,566*
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(11)
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Aggregate amount beneficially
owned by each reporting person
24,421,566*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
¨
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(13)
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Percent of class represented by
amount in Row (11)
71.08%
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(14)
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Type of reporting
person
IN
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 8 of 11 Pages
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(1)
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Name of reporting person
Ben A. Guill
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(2)
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Check the appropriate box if a
member of a group
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Source of funds
OO, PF
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(5)
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
¨
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(6)
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Citizenship or place of
organization
United States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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(7)
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Sole voting power
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(8)
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Shared voting power
24,421,566*
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(9)
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Sole dispositive power
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(10)
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Shared dispositive power
24,421,566*
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(11)
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Aggregate amount beneficially
owned by each reporting person
24,421,566*
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(12)
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Check if the aggregate amount in
Row (11) excludes certain shares
¨
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(13)
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Percent of class represented by
amount in Row (11)
71.08%
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(14)
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Type of reporting
person
IN
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*
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The number of shares and percentage of Common Stock of the Issuer reported as beneficially owned in this Schedule 13D includes shares of Common Stock issuable upon the
exercise of warrants and reflected on an as exercised basis. See Item 1.
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13D
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CUSIP No. 737525105
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Page 9 of 11 Pages
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Explanatory Note:
This Amendment No. 3 amends and supplements the Statement on Schedule 13D
(the Initial Statement”) filed by the reporting persons named in Item 2 thereof (the “Reporting Persons”) on October 1, 2010, relating to the shares of Common Stock, par value $0.01 (the “Common Shares”), of
PostRock Energy Corporation, a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto, filed by the Reporting Persons on February 3, 2012, and Amendment No. 2 thereto, filed by the Reporting Persons on
February 10, 2012.
Item 1. Security and Issuer.
The principal executive offices of the Issuer are located at 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102. The total number of Common Shares reported as beneficially owned in this Schedule
13D is 24,421,566, which constitutes approximately 71.08% of the total number of Common Shares outstanding on a pro forma basis as follows. The Reporting Persons (as defined below) own 2,180,233 Common Shares of record as of the date of this
Schedule 13D and report beneficial ownership of 22,241,333 Common Shares issuable upon exercise of warrants to purchase 22,241,333 Common Shares (the “Warrants”).
Item 2. Identity and Background.
Item 2 of the Initial Statement
is hereby supplemented to include the following:
(a) The Reporting Persons have entered into a Joint Filing Agreement, dated
the date of the Initial Statement, a copy of which is filed with the Initial Statement as Exhibit B (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this Amendment No. 3 jointly in
accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Certain information required by this Item 2 concerning
the executive officers and directors of certain of the Reporting Persons is set forth on Schedule A, attached to the Initial Statement, which is incorporated herein by reference.
(d)-(e) None of the Reporting Persons nor, to the best of any Reporting Persons’ knowledge, their respective executive officers
or directors listed on Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Initial Statement is hereby supplemented to include the following:
Pursuant to a Securities Purchase Agreement dated September 2, 2010 between the Reporting Persons and the Issuer (the
“Securities Purchase Agreement), the Reporting Persons acquired, among other securities of the Issuer, Warrants to purchase an aggregate 19,047,619 Common Shares. The Reporting Persons also acquired the right to receive additional Warrants on
each quarterly dividend payment date of the Issuer’s Series A Preferred Stock prior to July 1, 2013 on which dividends are not paid in cash but instead accrue. On March 31, 2012, one such date passed, and thus the Reporting Persons
acquired an aggregate of 675,088 Warrants with an exercise price of $3.10.
These Warrants are collectively referred to as the
“Additional Warrants.” Other than the consideration paid in connection with the completion of the transactions contemplated by the Securities Purchase Agreement, no consideration was paid by the Reporting Persons for the issuance of these
Additional Warrants.
Item 4. Purpose of Transaction.
Item 4 of the Initial Statement is hereby supplemented to include the following:
White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”), and
White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (“White Deer FI” and, together with White Deer and White Deer TE, the “White Deer Funds”) have acquired the Additional Warrants for investment purposes. The
description of the White Deer Funds’ plans or proposals in connection with the Additional Warrants is included in the Initial Statement.
13D
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CUSIP No. 737525105
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Page 10 of 11 Pages
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Item 5. Interest in Securities of the Issuer.
Item 5 of the Initial Statement is hereby amended as follows:
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(a)-(b)
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(i)
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White Deer is the sole record owner of 2,039,527 Common Shares and Warrants which will entitle White Deer to purchase up to 20,804,323 Common Shares, representing, on an as
exercised basis, aggregate beneficial ownership of 22,843,850 Common Shares (66.49%). In addition, White Deer owns 5,612 Series A Shares and 208,043.23 Series B Shares.
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(ii)
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White Deer TE is the sole record owner of 67,766 Common Shares and Warrants which will entitle White Deer TE to purchase up to 691,922 Common Shares, representing, on an as
exercised basis, aggregate beneficial ownership of 759,688 Common Shares (2.21%). In addition, White Deer TE owns 187 Series A Shares and 6,919.22 Series B Shares.
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(iii)
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White Deer FI is the sole record owner of 72,940 Common Shares and Warrants which will entitle White Deer FI to purchase up to 745,088 Common Shares, representing, on an as
exercised basis, aggregate beneficial ownership of 818,028 Common Shares (2.38%). In addition, White Deer FI owns 201 Series A Shares and 7,450.88 Series B Shares.
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(iv)
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Edelman & Guill Energy L.P., a Cayman Islands exempted limited partnership (“GP LP”), does not directly own any Common Shares. By virtue of being the general partner
of the White Deer Funds, GP LP may be deemed to possess sole voting and dispositive power with respect to those Common Shares beneficially owned by White Deer Funds, representing an aggregate 24,421,566 Common Shares (71.08%), as well as 6,000
Series A Shares and 222,413.33 Series B Shares.
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(v)
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Edelman & Guill Energy Ltd., a Cayman Islands corporation (“GP Ltd.”), does not directly own any Shares. By virtue of being the general partner of the GP LP, GP Ltd.
may be deemed to possess sole voting and dispositive power with respect to those Common Shares beneficially owned by White Deer Funds, representing an aggregate 24,421,566 Common Shares (71.08%), as well as 6,000 Series A Shares and 222,413.33
Series B Shares.
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(vi)
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Neither Mr. Edelman nor Mr. Guill directly owns any Shares. By virtue of being the two directors of GP Ltd., Mr. Edelman and Mr. Guill may be deemed to possess shared voting and
dispositive power with respect to those Common Shares beneficially owned by White Deer Funds, representing an aggregate 24,421,566 Common Shares (71.08%), as well as 6,000 Series A Shares and 222,413.33 Series B Shares.
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(c)
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Other than as described in Item 3, none.
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Item 7. Material to be
filed as Exhibits.
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Exhibit A —
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Securities Purchase Agreement, dated September 2, 2010, between PostRock Energy Corporation, White Deer Energy L.P., White Deer Energy TE L.P., and White Deer
Energy FI L.P., incorporated by reference from the Issuer’s current report on Form 8-K filed on September 2, 2010.
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*Exhibit B —
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Joint Filing Agreement
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Exhibit C —
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Registration Rights Agreement, dated September 21, 2010, incorporated by reference from the Issuer’s current report on Form 8-K filed on September 23,
2010.
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13D
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CUSIP No. 737525105
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Page 11 of 11 Pages
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Exhibit D —
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Stock Purchase Agreement, dated February 9, 2012, between PostRock Energy Corporation, White Deer Energy L.P., White Deer Energy TE L.P., and White Deer Energy FI
L.P.
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^Exhibit E —
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Amendment No. 1, dated February 9, 2012, to the First Amended and Restated Registration Rights Agreement, dated August 8, 2011, between PostRock Energy
Corporation, White Deer Energy L.P., White Deer Energy TE L.P., White Deer Energy FI L.P. and Constellation Energy Commodities Group, Inc.
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*
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Filed as Exhibit B to Initial Statement.
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^
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Filed as Exhibit E to Amendment No. 2 to the Initial Statement.
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13D
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and
correct.
Date: April 3, 2012
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WHITE DEER ENERGY L.P.
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By:
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Edelman & Guill Energy L.P., its general partner
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By:
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Edelman & Guill Energy Ltd., its general partner
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By:
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/s/ Thomas J. Edelman
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Name:
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Thomas J. Edelman
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Title:
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Director
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WHITE DEER ENERGY TE L.P.
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By:
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Edelman & Guill Energy L.P., its general partner
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By:
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Edelman & Guill Energy Ltd., its general partner
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By:
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/s/ Thomas J. Edelman
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Name:
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Thomas J. Edelman
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Title:
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Director
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WHITE DEER ENERGY FI L.P.
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By:
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Edelman & Guill Energy L.P., its general partner
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By:
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Edelman & Guill Energy Ltd., its general partner
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By:
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/s/ Thomas J. Edelman
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Name:
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Thomas J. Edelman
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Title:
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Director
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EDELMAN & GUILL ENERGY L.P.
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By:
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Edelman & Guill Energy Ltd., its general partner
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By:
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/s/ Thomas J. Edelman
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Name:
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Thomas J. Edelman
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Title:
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Director
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S-1
13D
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EDELMAN & GUILL ENERGY LTD.
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By:
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/s/ Thomas J. Edelman
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Name:
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Thomas J. Edelman
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Title:
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Director
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THOMAS J. EDELMAN
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/s/ Thomas J. Edelman
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BEN A. GUILL
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/s/ Ben A. Guill
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S-2
PostRock Energy (CE) (USOTC:PSTRQ)
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From Jun 2024 to Jul 2024
PostRock Energy (CE) (USOTC:PSTRQ)
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From Jul 2023 to Jul 2024
