- Amended Statement of Beneficial Ownership (SC 13D/A)
21 May 2010 - 7:25AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No.1)
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
POSTROCK ENERGY CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
(CUSIP Number)
SteelPath Capital Management LLC
(f/k/a
Alerian Capital Management LLC)
2100 McKinney Avenue
14th Floor
Dallas, TX 75201
214-740-6040
Attention: Gabriel A.
Hammond
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g),
check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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, as amended (the Exchange Act) or
otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act
(however, see the Notes).
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Opportunity Partners IV LP (f/k/a Alerian Opportunity Partners IV, LP)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
791,633 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
791,633 (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
791,633
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.85%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Opportunity Partners IX LP (f/k/a Alerian Opportunity Partners IX, LP)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
142,334 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
142,334 (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
142,334 (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
1.77%
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCM Capital Partners LP (f/k/a Alerian Capital Partners LP)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
49,869 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
49,869 (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
49,869 (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.62% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Focus Partners LP (f/k/a Alerian Focus Partners LP)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
15,584 (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
15,584 (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,584 (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.194% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Opportunity Advisors IV LLC (f/k/a Alerian Opportunity Advisors IV, LLC)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
791,633 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
791,633 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
791,633 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
9.85% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Opportunity Advisors IX LLC (f/k/a Alerian Opportunity Advisors IX, LLC)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
142,334 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
142,334 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
142,334 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
1.77% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Capital Advisors LLC (Alerian Capital Advisors, LLC)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
49,869 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
49,869 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
49,869 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.62% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SP Focus Advisors LLC (f/k/a Alerian Focus Advisors, LLC)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
15,584 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
15,584 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
15,584 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.194% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (Limited Liability Company)
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SteelPath Capital Mangement LLC (f/k/a Alerian Capital Management LLC)
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Delaware
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
999,420 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
999,420 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
999,420 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
12.43% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IA
|
SCHEDULE 13D/A
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gabriel Arce Hammond
|
|
|
|
|
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a)
o
|
|
(b)
þ
|
|
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e)
|
|
|
|
o
|
|
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
|
|
|
7
|
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
|
|
|
|
SHARES
|
8
|
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
999,420 Shares (See Item 5)
|
|
|
|
|
EACH
|
9
|
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
0
|
|
|
|
|
WITH
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
999,420 Shares (See Item 5)
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
999,420 Shares (See Item 5)
|
|
|
|
12
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
|
o
|
|
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
12.43% (See Item 5)
|
|
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
1
SCHEDULE 13D/A
Explanatory Note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act
), this Schedule 13D/A (this
Amendmen
t) amends the Statement of Beneficial
Ownership on Schedule 13D, originally filed with the Securities and Exchange Commission on March
23, 2010 [File No. 055-85377] (the
Original Schedule 13D
) on behalf of Alerian Opportunity
Partners IV, LP, Alerian Capital Management LLC, and Gabriel Arce Hammond (the
Original Reporting
Persons
). This Amendment does not reflect any change in the number of shares of Common Stock of
the Company beneficially owned by the Original Reporting Persons and is being filed to report (i)
the changes of names of certain of the Original Reporting Persons following a restructuring of
certain of the Original Reporting Persons, (ii) the addition of certain entities that may be deemed
to share beneficial ownership with respect to the securities of the Original Reporting Persons and
(iii) the entry into a contract or arrangement with respect to the securities of the Issuer. All
capitalized terms not otherwise defined in this Amendment shall have the meanings attributed to
such terms in the Original Schedule 13D.
Item 2. Identify and Background
Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is filed by SP Opportunity Partners IV LP (f/k/a Alerian Opportunity
Partners IV, LP)(
Opportunity IV
), SP Opportunity Partners IX LP (f/k/a Alerian Opportunity
Partners IX, LP) (
Opportunity IX
), SCM Capital Partners LP (f/k/a Alerian Capital Partners LP)
(
Capital
), SP Focus Partners LP (f/k/a Alerian Focus Partners LP) (
Focus
), SP Opportunity
Advisors IV LLC (f/k/a Alerian Opportunity Advisors IV, LLC) (
Opportunity IV Advisors
), SP
Opportunity Advisors IX LLC (f/k/a Alerian Opportunity Advisors IX, LLC) (
Opportunity IX
Advisors
), SP Capital Advisors LLC (Alerian Capital
Advisors, LLC) (
Capital Advisors
), SP Focus
Advisors LLC (f/k/a Alerian Focus Advisors, LLC) (
Focus
Advisors
), SteelPath Capital Management
LLC (f/k/a Alerian Capital Management LLC) (
Management
) and Gabriel Arce Hammond (collectively,
the
Reporting Persons
).
(b) The business address of the Reporting Persons is 2100 McKinney Avenue, 14th Floor, Dallas, TX
75201.
(c) Opportunity IV, Opportunity IX, Capital and Focus (collectively the
Funds
) are private
investment entities. The principal business of Opportunity IV Advisors, Opportunity IX Advisors,
Capital Advisors, Focus Advisors and Management (collectively, the
Advisors
) is to serve as
investment managers to a variety of private investment funds, including the Funds, and to control
the investing and trading in securities of these private investment funds. The principal business
of Mr. Hammond is to act as a manager, equityholder and/or principal, as applicable, of the
Advisors. The Reporting Persons may engage in investments in energy infrastructure through the
emerging midstream energy Master Limited Partnership asset class.
(d) and (e). During the last five years, none of the Reporting Persons, nor, to the knowledge of
the Reporting Persons, any of the Reporting Persons executive officers, partners or members, have
been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Opportunity
IV, Opportunity IX, Capital and Focus are organized as limited partnerships under the laws of the State
of Delaware. Opportunity IV Advisors, Opportunity IX Advisors, Capital Advisors , Focus Advisors
and Management
2
SCHEDULE 13D/A
are organized as limited liability companies under the laws of the State of Delaware. Mr. Hammond
is a citizen of the United States of America.
Item 4. Purpose of the Transaction
Item 4 of the Original Schedule 13D is hereby amended to include the following:
On May 18, 2010, the Funds entered into entered into a stock trading plan with Goldman Sachs & Co.
(
GS
) intended to satisfy the requirements of Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended. (the
10b5-1 Plan
). GS may sell from time to time shares of Common Stock of the
Issuer on behalf of the Reporting Persons pursuant to the 10b5-1 Plan, which is attached as an
exhibit to this Amendment.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b) The following table sets forth certain information with respect to shares of Common
Stock beneficially owned directly by the Funds listed:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
Sole or Shared
|
|
Sole or Shared
|
|
% of Total
|
Funds
|
|
Common Stock
|
|
Voting
|
|
Dispositive
|
|
Outstanding
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opportunity IV
|
|
|
791,633
|
|
|
Shared (2)(6)(7)
|
|
Shared (2)(6)(7)
|
|
|
9.85
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opportunity IX
|
|
|
142,334
|
|
|
Shared (3)(6)(7)
|
|
Shared (3)(6)(7)
|
|
|
1.77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
|
|
|
49,869
|
|
|
Shared (4)(6)(7)
|
|
Shared (4)(6)(7)
|
|
|
0.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Focus
|
|
|
15,584
|
|
|
Shared (5)(6)(7)
|
|
Shared (5)(6)(7)
|
|
|
0.194
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total:
|
|
|
999,420
|
|
|
|
|
|
|
|
|
|
|
|
12.43
|
%
|
|
|
|
(1)
|
|
The calculation of the percentages are based on 8,038,974 shares of the Companys Common Stock
outstanding as reported in the Companys quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2010.
|
|
(2)
|
|
Opportunity IV Advisors is the general partner of Opportunity IV and may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the
Exchange Act) of the shares of Common Stock that Opportunity IV beneficially owns.
|
|
(3)
|
|
Opportunity IX Advisors is the general partner of Opportunity IX and may be deemed to be the
indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the
Exchange Act) of the shares of Common Stock Opportunity IX beneficially owns.
|
|
(4)
|
|
Capital Advisors is the general partner of Capital and may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange
Act) of the shares of Common Stock that Capital beneficially owns.
|
|
(5)
|
|
Focus Advisors is the general partner of Focus and may be deemed to be the indirect beneficial
owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange Act) of the
shares of Common Stock that Focus beneficially owns.
|
3
SCHEDULE 13D/A
|
|
|
(6)
|
|
Management serves as the investment advisor to the other Advisors and the Funds and may be
deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 promulgated
pursuant to the Exchange Act) of the shares of Common Stock that the Advisors may be deemed to
beneficially own.
|
|
(7)
|
|
Mr. Hammond is the manager of each of the Advisors and may be deemed to be the indirect
beneficial owner (as that term is defined under Rule 13d-3 promulgated pursuant to the Exchange
Act) of the shares of Common Stock that the Advisors may be deemed to beneficially own. Mr.
Hammond may be deemed to serve on the board of directors of the Issuer as a representative of the
other Reporting Persons and such entities may be deemed to be directors by deputization.
|
The Reporting Persons are making this single, joint filing because they may be deemed to constitute
a group within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Amendment,
the Original 13D and any future amendment by the Reporting Persons, and the inclusion of
information herein and therein with respect to any of the Reporting Persons, shall not be
considered an admission that such Reporting Person is in fact a member of such a group or that
such Reporting Person has any liability or obligation under Section 16(b) of the Exchange Act in
connection with any such group or for the purpose of Section 16(b) of the Exchange Act, such
Reporting Person is the beneficial owner of any shares in which such Reporting Person does not
have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the
shares of Common Stock reported herein to the fullest extent permitted by applicable law.
(c) No Reporting Person has effected any transactions with respect to the Common Stock in the past
60 days, other than the transaction reported herein.
(d) Not applicable.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
Exhibit 1 Joint Filing Agreement
Exhibit 2 10b5-1 Trading Plan
4
SCHEDULE 13D/A
SIGNATURES
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.
|
|
|
|
|
|
SP OPPORTUNITY PARTNERS IV LP
|
|
|
By:
|
SP Opportunity Advisors IV LLC
|
|
|
|
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
|
|
|
|
SP OPPORTUNITY PARTNERS IX LP
|
|
|
By:
|
SP Opportunity Advisors IX LLC
|
|
|
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
SCM CAPITAL PARTNERS LP
|
|
|
By:
|
SP Capital Advisors LLC
|
|
|
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
SP FOCUS PARTNERS LP
|
|
|
By:
|
SP Focus Advisors LLC
|
|
|
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
SP OPPORTUNITY ADVISORS IV LLC
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
SP OPPORTUNITY ADVISORS IX LLC
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
SP CAPITAL ADVISORS LLC
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
5
SCHEDULE 13D/A
|
|
|
|
|
|
SP FOCUS ADVISORS LLC
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
STEELPATH CAPITAL MANAGEMENT LLC
|
|
|
By:
|
/s/ Gabriel A. Hammond
|
|
|
|
Gabriel A. Hammond, its manager
|
|
|
|
|
|
|
|
|
|
/s/ Gabriel A. Hammond
|
|
|
Gabriel A. Hammond
|
|
|
|
|
6
PostRock Energy (CE) (USOTC:PSTRQ)
Historical Stock Chart
From Jun 2024 to Jul 2024
PostRock Energy (CE) (USOTC:PSTRQ)
Historical Stock Chart
From Jul 2023 to Jul 2024