- Statement of Changes in Beneficial Ownership (4)
10 March 2010 - 1:53PM
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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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Hammond Gabriel Arce
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2. Issuer Name
and
Ticker or Trading Symbol
PostRock Energy Corp
[
PSTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2100 MCKINNEY AVENUE, SUITE 1401
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/5/2010
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(Street)
DALLAS, TX 75201
(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)
_
X
_ Form filed by One Reporting Person
___ 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 Stock
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3/5/2010
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J
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999420
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A
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$0
(1)
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999420
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I
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See footnote
(2)
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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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Pursuant to the terms of 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 reporting person's 2,464,676 common units in QMLP and 75 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.
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(
2)
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Alerian Opportunity Partners IV, LP owned 1,949,461 QMLP common units and 75 membership interests in QMGP, which were converted into 791,633 shares of the issuer at the effective time. Alerian Opportunity Partners IX, LP owned 352,922 QMLP common units, which were converted into 142,334 shares of the issuer at the effective time. Alerian Capital Partners LP owned 123,652 QMLP common units, which were converted into 49,869 shares of the issuer at the effective time. Alerian Focus Partners LP owned 38,641 QMLP common units, which were converted into 15,584 shares of the issuer at the effective time. The reporting person owns 80% of the membership interests of each of the general partners of such funds. The reporting person disclaims beneficial ownership of such shares except to the extent of his 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.
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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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Hammond Gabriel Arce
2100 MCKINNEY AVENUE
SUITE 1401
DALLAS, TX 75201
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X
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X
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Signatures
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/s/ Gabriel A. Hammond
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3/9/2010
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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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