Statement of Changes in Beneficial Ownership (4)
20 June 2014 - 9:34AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Edelman & Guill Energy L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
Constellation Energy Partners LLC
[
CEP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
700 LOUISIANA STREET, SUITE 4770
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/18/2014
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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6/18/2014
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S
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35000
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D
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$2.4103
(1)
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4776216
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I
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By PostRock Energy Corporation
(2)
(3)
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Common Units
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6/19/2014
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S
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74016
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D
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$2.41
(4)
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4702200
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I
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By PostRock Energy Corporation
(2)
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.41 to $2.411, inclusive. The reporting person undertakes to provide to Constellation Energy Partners LLC, any security holder of Constellation Energy Partners LLC, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) and footnote (4) to this Form 4.
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(
2)
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Edelman & Guill Energy L.P. is the general partner of each of White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "Funds"), Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Messrs. Edelman and Guill are the directors of Edelman & Guill Energy Ltd. The Funds beneficially own approximately 60%, as of March 3, 2014, of the common stock of PostRock Energy Corporation ("PSTR") after giving effect to the exercise of their outstanding warrants. Accordingly, each of Edelman & Guill Energy Ltd., Edelman & Guill Energy L.P. and Messrs. Edelman and Guill may be deemed to control the decisions of the Funds and of PSTR.
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(
3)
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(Continued from Footnote 2) The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of these securities for purposes of Section 16 or for any other purpose.
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(
4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.41 to $2.411, inclusive.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Edelman & Guill Energy L.P.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX 77002
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X
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PostRock Energy Corp
210 PARK AVENUE
SUITE 2750
OKLAHOMA CITY, OK 73102
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X
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Edelman & Guill Energy Ltd.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX 77002
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X
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White Deer Energy L.P.
700 LOUISIANA STREET
HOUSTON, TX 77002
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X
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White Deer Energy TE L.P.
700 LOUISIANA STREET
HOUSTON, TX 77002
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X
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White Deer Energy FI, L.P.
700 LOUISIANA STREET
SUITE 4770
HOUSTON, TX 77002
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X
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EDELMAN THOMAS J
777 MAIN STREET
SUITE 2500
FORT WORTH, TX 76102
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X
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GUILL BEN A
600 TRAVIS
SUITE 6000
HOUSTON, TX 77002
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X
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Signatures
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s/ Stephen L. DeGiuisti, Executive Vice President, General Counsel and Secretary of PostRock Energy Corporation
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6/19/2014
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**
Signature of Reporting Person
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Date
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s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy L.P.
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6/19/2014
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**
Signature of Reporting Person
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Date
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s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy TE L.P.
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6/19/2014
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**
Signature of Reporting Person
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Date
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s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P., general partner of White Deer Energy FI L.P.
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6/19/2014
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P.
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6/19/2014
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd.
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6/19/2014
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman
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6/19/2014
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**
Signature of Reporting Person
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Date
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/s/ Thomas Edelman, as Attorney-In-Fact For Ben A. Guill
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6/19/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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