SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
PostRock Energy Corp

(Last) (First) (Middle)
210 PARK AVENUE

(Street)
OKLAHOMA CITY OK 73102

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2011
3. Issuer Name and Ticker or Trading Symbol
Constellation Energy Partners LLC [ CEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units representing Class B LLC Interests 3,128,670 I By Constellation Energy Partners Management, LLC(1)(2)(3)(4)
Class A Units representing Class A LLC Interests 485,065 I By Constellation Energy Partners Management, LLC(1)(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
PostRock Energy Corp

(Last) (First) (Middle)
210 PARK AVENUE

(Street)
OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Constellation Energy Partners Management, LLC

(Last) (First) (Middle)
210 PARK AVENUE

(Street)
OKLAHOMA CITY OK 73102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy TE L.P.

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy FI, L.P.

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Edelman & Guill Energy L.P.

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Edelman & Guill Energy Ltd.

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EDELMAN THOMAS J

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GUILL BEN A

(Last) (First) (Middle)
700 LOUISIANA ST.
SUITE 4770

(Street)
HOUSTON TX 77002

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As of the date of this Form 3, Constellation Energy Partners Management, LLC ("CEPM") directly holds 3,128,670 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 3 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 3, the White Deer Funds, in the aggregate, may be deemed to beneficially own approximately 68.2% of the shares of PostRock common stock outstanding on a pro forma basis (accounting for the exercise of warrants to purchase an aggregate of 20,204,261 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.
/s/ Stephen L. DeGiusti, Executive Vice President, General Counsel & Secretary of PostRock Energy Corporation 08/18/2011
/s/ Stephen L. DeGiusti, Secretary and Treasurer of Constellation Energy Partners Mangement, LLC 08/18/2011
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P. 08/18/2011
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P. 08/18/2011
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P. 08/18/2011
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 08/18/2011
/s/ Thomas J. Edelman, Director of Edelman & Guill Energy Ltd. 08/18/2011
/s/ Thomas J. Edelman 08/18/2011
/s/ Ben A. Guill 08/18/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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