-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmvJgUyHmVC3WrRWPkJ/Hu9nl9hDmZoZTFZyHg3xeNFxOmkCyoSIX4jfBz6/N+jl AjxPH0w2iXm4+wV7GdWtjw== 0000950123-11-014994.txt : 20110217 0000950123-11-014994.hdr.sgml : 20110217 20110217100405 ACCESSION NUMBER: 0000950123-11-014994 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110217 DATE AS OF CHANGE: 20110217 GROUP MEMBERS: CUSHING MLP OPPORTUNITY FUND I, LP GROUP MEMBERS: JERRY V. SWANK GROUP MEMBERS: SWANK CAPITAL, L.L.C. GROUP MEMBERS: SWANK ENERGY INCOME ADVISORS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PostRock Energy Corp CENTRAL INDEX KEY: 0001473061 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 270981065 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85377 FILM NUMBER: 11619589 BUSINESS ADDRESS: STREET 1: 210 PARK AVENUE, SUITE 2750 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: (405)600-7704 MAIL ADDRESS: STREET 1: 210 PARK AVENUE, SUITE 2750 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Swank Capital, LLC CENTRAL INDEX KEY: 0001354709 IRS NUMBER: 752868777 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 214.692.6334 MAIL ADDRESS: STREET 1: 3300 OAK LAWN AVENUE STREET 2: SUITE 650 CITY: DALLAS STATE: TX ZIP: 75219 FORMER COMPANY: FORMER CONFORMED NAME: Swank Group, LLC DATE OF NAME CHANGE: 20060228 SC 13G/A 1 c12769sc13gza.htm SCHEUDLE 13G/A Schedule 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

PostRock Energy Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
737525105
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

 
 


 

                     
CUSIP No.
 
737525105 
 

 

           
1   NAMES OF REPORTING PERSONS
Cushing MLP Opportunity Fund I, LP
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware
       
  5   SOLE VOTING POWER
     
NUMBER OF   22,838
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   22,838
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  22,838
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  0.3%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN
**SEE ITEM 4(b).

2


 

                     
CUSIP No.
 
737525105 
 

 

           
1   NAMES OF REPORTING PERSONS
Swank Capital, L.L.C.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   264,320
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    264,320
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  264,320
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.2%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
**SEE ITEM 4(b).

3


 

                     
CUSIP No.
 
737525105 
 

 

           
1   NAMES OF REPORTING PERSONS
Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP)
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Texas
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   264,320
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    264,320
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  264,320
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.2%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN, IA
**SEE ITEM 4(b).

4


 

                     
CUSIP No.
 
737525105 
 

 

           
1   NAMES OF REPORTING PERSONS
Jerry V. Swank
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S. Citizen
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   264,320
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    264,320
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  264,320
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  3.2%**
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
**SEE ITEM 4(b).

5


 

SCHEDULE 13G/A
This Amendment No. 2 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Cushing MLP Opportunity Fund I, LP, a Delaware limited partnership (the “Fund”), Swank Capital, L.L.C., a Texas limited liability company (“Swank Capital”), Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP), a Texas limited partnership (“Swank Advisors”), and Mr. Jerry V. Swank, the principal of Swank Capital and Swank Advisors, relating to Common Stock, par value $0.01 per share (the “Common Stock”), of PostRock Energy Corporation, a Delaware corporation (the “Issuer”).
This Schedule 13G relates to shares of Common Stock of the Issuer purchased by Swank Advisors through the accounts of the Fund and certain other private funds and managed accounts (collectively, the “Swank Accounts”). The Fund may direct the vote and disposition of the 22,838 shares of Common Stock it holds directly. Swank Advisors serves as the investment adviser to the Fund and the Swank Accounts and may direct the vote and disposition of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts. Swank Capital serves as the general partner of Swank Advisors and may direct Swank Advisors to direct the vote and disposition of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts. As the principal of Swank Capital, Mr. Swank may direct the vote and disposition of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts.
This Amendment is being filed to correct certain clerical errors reported in Amendment No. 1 to the Schedule 13G filed on February 14, 2011 and amends and restates the Schedule 13G as follows.
Item 1(a)  
Name of Issuer.
 
PostRock Energy Corporation
Item 1(b)  
Address of Issuer’s Principal Executive Offices.
 
210 Park Avenue, Suite 2750
Oklahoma City, Oklahoma 73102
Item 2(a)  
Name of Person Filing.
 
Cushing MLP Opportunity Fund I, LP (the “Fund”), Swank Capital, L.L.C. (“Swank Capital”), Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP) (“Swank Advisors”) and Mr. Jerry V. Swank.
Item 2(b)  
Address of Principal Business Office, or, if none, Residence.
 
8117 Preston Road, Suite 440
Dallas, Texas 75225

 

6


 

Item 2(c)  
Citizenship or Place of Organization.
 
The Fund is a limited partnership organized under the laws of the State of Delaware. Swank Capital is a limited liability company organized under the laws of the State of Texas. Swank Advisors is a limited partnership organized under the laws of the State of Texas. Mr. Swank is the principal of Swank Capital and Swank Advisors, and is a United States citizen.
Item 2(d)  
Title of Class of Securities.
 
Common Stock, par value $0.01 per share (the “Common Stock”).
Item 2(e)  
CUSIP Number.
 
737525105
Item 3  
Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
  (a) o 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
  (b) o 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c) o 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
  (d) o 
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e) þ 
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
  (f) o 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
  (g) o 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
  (h) o 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
  (i) o 
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
  (j) o 
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7


 

Item 4  
Ownership.
  (a)  
The Fund is the beneficial owner of 22,838 shares of Common Stock. Swank Capital, Swank Advisors and Mr. Swank are the beneficial owners of 264,320 shares of Common Stock.
 
  (b)  
The Fund is the beneficial owner of 0.3% of the outstanding shares of Common Stock and Swank Capital, Swank Advisors and Mr. Swank are the beneficial owners of 3.2% of the outstanding shares of Common Stock. These percentages are determined by dividing 22,838 and 264,320, respectively, by 8,238,982, the number of shares of Common Stock issued and outstanding as of November 8, 2010, as reported in the Issuer’s most recent Form 10-Q filed on November 10, 2010.
 
  (c)  
The Fund may direct the vote and disposition of the 22,838 shares of Common Stock it holds directly. Swank Advisors, as the investment adviser to the Fund and the Swank Accounts, may direct the vote and disposition of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts. Swank Capital, as the general partner of Swank Advisors, may direct it to direct the vote and dispose of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts. As the principal of Swank Capital, Mr. Swank may direct the vote and disposition of the 264,320 shares of Common Stock held by the Fund and the Swank Accounts.
Item 5  
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.
Item 6  
Ownership of More Than Five Percent on Behalf of Another Person.
 
Inapplicable.
Item 7  
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
 
Inapplicable.
Item 8  
Identification and Classification of Members of the Group.
 
Inapplicable.
Item 9  
Notice of Dissolution of Group.
 
Inapplicable.

 

8


 

Item 10  
Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits  
Exhibit 99.1
 
Joint Filing Agreement dated February 17, 2011, by and among the Fund, Swank Capital, Swank Advisors and Mr. Swank.

 

9


 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 17, 2011
         
  CUSHING MLP OPPORTUNITY FUND I, LP

By:  Swank Energy Income Advisors, LP (n/k/a
Cushing MLP Asset Management, LP), its
investment adviser

By:  Swank Capital, L.L.C., its general partner
 
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   
         
  SWANK CAPITAL, L.L.C.
 
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   
         
  SWANK ENERGY INCOME ADVISORS, LP
(N/K/A CUSHING MLP ASSET
MANAGEMENT, LP)

By:  Swank Capital, L.L.C., its general partner
 
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   
         
  /s/ Jerry V. Swank   
  Jerry V. Swank   
     
 

 

10

EX-99.1 2 c12769exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of PostRock Energy Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 17, 2011.
         
  CUSHING MLP OPPORTUNITY FUND I, LP
 
 
  By:  Swank Energy Income Advisors, LP (n/k/a Cushing MLP Asset Management, LP), its investment adviser   
 
  By:   Swank Capital, L.L.C., its general partner    
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   
 
  SWANK CAPITAL, L.L.C.
 
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   

 


 

         
         
  SWANK ENERGY INCOME ADVISORS, LP
(N/K/A CUSHING MLP ASSET
MANAGEMENT, LP)
 
 
  By:   Swank Capital, L.L.C., its general partner    
 
  By:   /s/ Jerry V. Swank  
    Jerry V. Swank   
    Managing Member   
 
     
  /s/ Jerry V. Swank    
  Jerry V. Swank   
       
 

 

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