0001437749-23-020445.txt : 20230721 0001437749-23-020445.hdr.sgml : 20230721 20230721162351 ACCESSION NUMBER: 0001437749-23-020445 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230719 FILED AS OF DATE: 20230721 DATE AS OF CHANGE: 20230721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHTOWER JACK CENTRAL INDEX KEY: 0001035234 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39464 FILM NUMBER: 231102764 MAIL ADDRESS: STREET 1: 1700 PACIFIC STREET 2: SUYITE 3300 CITY: DALLAS STATE: TX ZIP: 75201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HighPeak Energy, Inc. CENTRAL INDEX KEY: 0001792849 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 843533602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 421 W. 3RD STREET STREET 2: SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: (817) 850-9200 MAIL ADDRESS: STREET 1: 421 W. 3RD STREET STREET 2: SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 4 1 rdgdoc.xml FORM 4 X0508 4 2023-07-19 0001792849 HighPeak Energy, Inc. HPK 0001035234 HIGHTOWER JACK 421 W. 3RD STREET, SUITE 1000 FORT WORTH TX 76102 1 1 1 Chief Executive Officer 0 Common Stock, par value $0.0001 per share 2023-07-19 4 P 0 952380 10.50 A 3858391 D Common Stock, par value $0.0001 per share 81239054 I See Footnotes(2)(3) Common Stock, par value $0.0001 per share 2336 I By Wife Employee Stock Option (right to buy) 10.50 2023-07-21 4 A 0 1000000 0 A 2026-10-31 Common Stock, par value $0.0001 per share 1000000 1000000 D Represents shares of HighPeak Energy, Inc. (the "Issuer") common stock, par value $0.0001 per share ("Common Stock") purchased by the Reporting Person from Roth Capital Partners, LLC (the "Underwriter") in an underwritten public offering conducted by the Issuer pursuant to an Underwriting Agreement between the Issuer and the Underwriter. Represents shares of Common Stock received by (i) HighPeak Pure Acquisition, LLC, a Delaware limited liability company ("Pure Sponsor"), (ii) HighPeak Energy, LP, a Delaware limited partnership ("HighPeak I"), (iii) HighPeak Energy II, LP, a Delaware limited partnership ("HighPeak II" and, together with Pure Sponsor, HighPeak I, and HighPeak Energy III, LP, a Delaware limited partnership, the "Record Holders") in connection with the business combination transaction between the Issuer and Pure Acquisition Corp., a Delaware corporation. The Reporting Person directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Exchange Act to be the indirect beneficial owner of the Common Stock owned by the Record Holders. The Reporting Person disclaims beneficial ownership of the Common Stock held by each of the Record Holders except to the extent of his pecuniary interest in each of the Record Holders, and this report shall not be deemed an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The stock option was designed to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance thereunder, and is exercisable only during the 90 day period following the earlier to occur of the Reporting Person's separation from service due to death or disability, the occurrence of a change in control of the Issuer, or August 1, 2026. /s/ Jack Hightower 2023-07-21