0001437749-22-009151.txt : 20220418 0001437749-22-009151.hdr.sgml : 20220418 20220418193706 ACCESSION NUMBER: 0001437749-22-009151 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201105 FILED AS OF DATE: 20220418 DATE AS OF CHANGE: 20220418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forbes Keith E CENTRAL INDEX KEY: 0001831867 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39464 FILM NUMBER: 22833139 MAIL ADDRESS: STREET 1: 421 W. 3RD STREET STREET 2: SUITE 1000 CITY: FORT WORTH STATE: TX ZIP: 76102 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 3/A 1 rdgdoc.xml FORM 3/A X0206 3/A 2020-11-05 2020-11-09 0 0001792849 HighPeak Energy, Inc. HPK 0001831867 Forbes Keith E 421 W. 3RD STREET, SUITE 1000 FORT WORTH TX 76102 1 Vice President and Controller Common Stock, par value $0.0001 per share 250 I See Footnote Warrants 11.5000 2020-11-05 2025-11-21 Common Stock, par value $0.0001 per share 250 I See Footnote Contingent Value Rights Common Stock, par value $0.0001 per share 531 I See Footnote These securities, which are held by the Reporting Person's wife, were inadvertently omitted from the original Form 3 filed by the Reporting Person on November 9, 2020 (the "Original Form 3"). This Form 3/A is deemed to amend the beneficial ownership total reported, as applicable, in any Form 4 filed by the Reporting Person subsequent to the filing of the Original Form 3. Represents shares of common stock, par value $0.0001 per share ("Common Stock") of HighPeak Energy, Inc., a Delaware corporation (the "Issuer") received by the Reporting Person's wife in exchange for an equivalent number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of Pure Acquisition Corp., a Delaware corporation ("Pure") in connection with the closing of a business combination transaction (the "Transaction") between the Issuer and Pure on August 21, 2020. Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person's wife in exchange for Class A Common Stock in connection with the Transaction. Pursuant to the Contingent Value Rights Agreement, dated August 21, 2020 (the "CVR Agreement"), by and among (i) the Issuer, (ii) HighPeak Energy, LP, (iii) HighPeak Energy II, LP, (iv) HighPeak Pure Acquisition, LLC and (v) Continental Stock Transfer & Trust Company, as rights agent, entered into in connection with the Transaction, each contingent value right ("CVR") entitles Qualifying CVR Holders (as defined in the CVR Agreement) to receive, in certain circumstances, additional shares of Common Stock (or, in limited circumstances, such other form as is provided for in the CVR Agreement), if necessary, to satisfy a 10% preferred simple annual return (based on a $10.00 per share price at the closing of the Transaction), subject to a floor downside per-share price of $4.00, for certain qualifying holders as of the CVR Maturity Date (as defined in the CVR Agreement). Represents CVRs issued to the Reporting Person's wife in exchange for Class A Common Stock in connection with the Transaction. /s/ Steven W. Tholen as Attorney in Fact for Keith E. Forbes 2022-04-18