| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PostRock Energy Corp [ PSTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/09/2010 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/05/2010 | J | 999,420 | A | $0(2)(3) | 999,420 | I(1) | Through funds | ||
| Common Stock | 03/05/2010 | J | 791,633 | A | $0(2)(3) | 791,633 | D(4) | |||
| Common Stock | 03/05/2010 | J | 142,334 | A | $0(2)(3) | 142,334 | D(5) | |||
| Common Stock | 03/05/2010 | J | 49,869 | A | $0(2)(3) | 48,869 | D(6) | |||
| Common Stock | 03/05/2010 | J | 15,584 | A | $0(2)(3) | 15,584 | D(7) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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 footnote 2. 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. |
| 2. Pursuant to the Merger Agreement dated July 2, 2009, as amended, between Quest Resource Corporation, Quest Midstream Partners, L.P. ("QMLP") and Quest Energy Partners, L.P. and the other parties thereto, all of the common units in QMLP and membership interests in Quest Midstream GP, LLC ("QMGP") were converted into shares of common stock of the issuer at the effective time of the merger. SP Opportunity Partners IV LP directly owned 1,949,461 QMLP common units and 75 membership interests in QMGP, which converted into 791,633 shares of the issuer at the effective time. SP Opportunity Partners IX LP directly owned 352,922 QMLP common units, which converted into 142,334 shares of the issuer at the effective time. SCM Capital Partners LP directly owned 123,652 QMLP common units, which converted into 49,869 shares of the issuer at the effective time. SP Focus Partners LP directly owned 38,641 QMLP common units, which converted into 15,584 shares of the issuer at the effective time. |
| 3. The acquisition of the shares was an exempt transaction approved by the board of directors of the issuer pursuant to Rule 16b-3 of the Securities Exchange Act of 1934 (the "Exchange Act"). |
| 4. These shares are owned directly by SP Opportunity Partners IV LP. 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. |
| 5. These shares are owned directly by SP Opportunity Partners IX LP. 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. |
| 6. These shares are owned directly by SCM Capital Partners LP. 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. |
| 7. These shares are owned directly by SP Focus Partners LP. 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. |
| 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 Exchange Act. 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. |
| /s/ Gabriel A. Hammond | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SteelPath Capital Management LLC | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC, general partner of SP Opportunity Partners IV LP | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC, general partner of SP Opportunity Partners IX LP | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC, general partner of SCM Capital Partners LP | 05/24/2010 | |
| /s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC, general partner of SP Focus Partners LP | 05/24/2010 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||