PSTRQ PostRock Energy Corporation (CE)

 As filed with the Securities and Exchange Commission on August 7, 2015

Registration No. 333-_

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer

Non-accelerated filer  (Do not check if a smaller reporting company) Smaller reporting company ☑

CALCULATION OF REGISTRATION FEE

PART I

REGISTRATION OF ADDITIONAL SECURITIES 

This Registration Statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended, and registers an additional 1,000,000 shares of common stock issuable pursuant to the PostRock Energy Corporation 2010 Long-Term Incentive Plan  (as amended, the “LTIP”). These shares are in addition to the 850,000 shares of common stock registered pursuant to the Registration Statement on Form S-8, File No. 333-165260, relating to the LTIP, filed with the Securities and Exchange Commission on March 5, 2010, the 2,000,000 shares of common stock registered pursuant to the Registration Statement on Form S-8, File No. 333-174969 filed with the Securities and Exchange Commission on June 17, 2011, the 3,000,000 shares of common stock registered pursuant to the Registration Statement on Form S-8, File No. 333-181480 filed with the Securities and Exchange Commission on May 17, 2012 and the 5,000,000 shares of common stock registered pursuant to the Registration Statement on Form S-8, File No. 333-188523 filed with the Securities and Exchange Commission on May 10, 2013.  The contents of the prior registration statements are incorporated by reference into this Registration Statement, except as amended hereby.

PART II

Item 8. Exhibits.

________________________

* Incorporated by reference to the filing indicated.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on this 7th day of August, 2015.

POSTROCK ENERGY CORPORATION

By: /s/ Terry W. Carter

Terry W. Carter

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry W. Carter and Casey E. Bigelow his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated below on this 7th day of August, 2015.

Exhibit Index

________________________

* Incorporated by reference to the filing indicated.

EXHIBIT 4.10 

FOURTH AMENDMENT
TO
POSTROCK ENERGY CORPORATION
2010 LONG-TERM INCENTIVE PLAN

WHEREAS, PostRock Energy Corporation, a Delaware corporation (the “Company”), has established and maintains the PostRock Energy Corporation 2010 Long-Term Incentive Plan (the “Plan”); and

WHEREAS, pursuant to Article 15 of the Plan, the Company has the right to amend the Plan at any time by action of the Board, subject to prior approval by the Company’s stockholders to the extent such approval is determined to be required by applicable legal and/or stock exchange requirements; and

WHEREAS, the Company desires to amend the Plan to increase the number of shares of common stock of the Company (“Common Stock”) available for issuance under the Plan, subject to approval of the stockholders of the Company; and 

WHEREAS, the stockholders of the Company approved such increase in shares of Common Stock and reapproved the material terms of the performance-based goals under the Plan at the Annual Meeting of Stockholders of the Company on May 5, 2015;

NOW, THEREFORE, in consideration of the foregoing, the number of shares of Common Stock available for issuance under the Plan is hereby increased by 1,000,000 shares and the first sentence of Section 4.1(a) of the Plan is hereby amended to read as follows:

“Subject to adjustment as provided in Section 15.2, the number of Shares hereby reserved for delivery under the Plan is 2,850,000 Shares (adjusted to reflect the 10 to 1 reverse stock split effective as of January 2, 2015).”

IN WITNESS WHEREOF, PostRock Energy Corporation has caused this Fourth Amendment to be executed by its duly authorized officer as of this 5th day of August, 2015.

POSTROCK ENERGY CORPORATION

By: /s/ Terry W. Carter

Terry W. Carter

Chief Executive Officer and President

August 7, 2015

PostRock Energy Corporation

210 Park Avenue, Suite 2750

Oklahoma City, Oklahoma  73102

Ladies and Gentlemen:

 As set forth in the Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by PostRock Energy Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 1,000,000 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issuable pursuant to the Company’s 2010 Long-Term Incentive Plan (as amended, the “Incentive Plan”), certain legal matters with respect to the Shares are being passed upon for you by us.  At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of the Restated Certificate of Incorporation and Bylaws of the Company, each as amended to date, the Incentive Plan, corporate records of the Company, including minute books of the Company, as furnished to us by the Company, certificates of public officials and of representatives of the Company, statutes and other instruments and documents as a basis for the opinions hereinafter expressed.  In giving such opinions, we have relied upon certificates of officers of the Company and of public officials with respect to the accuracy of the material factual matters contained in such certificates.  In giving the opinions below, we have assumed that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true and correct copies of the originals thereof and that all information submitted to us was accurate and complete.  In addition, we have assumed for purposes of this opinion that the consideration received by the Company for the Shares will be not less than the par value of the Shares. 

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued by the Company pursuant to the provisions of the Incentive Plan following due authorization of a particular award thereunder by the Board of Directors of the Company or a duly constituted and acting committee thereof (the “Board”) as provided in and in accordance with the Incentive Plan, the Shares issuable pursuant to such award will have been duly authorized by all necessary corporate action on the part of the Company; and upon issuance and delivery of such Shares from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the Incentive Plan and otherwise in accordance with the terms and conditions of such award, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Board as provided therein, and, in the case of stock options, the exercise thereof and payment for such Shares as provided therein, such Shares will be validly issued, fully paid and nonassessable.

The opinion set forth above is limited in all respects to matters of the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement.  In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. 

Very truly yours,

/s/ Baker Botts L.L.P

TRF/SMR

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated  March 31, 2015, relating to the 2014 consolidated financial statements of PostRock Energy Corporation appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ BDO USA LLP

Houston, Texas

August 6, 2015

EXHIBIT 23.2 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of PostRock Energy Corporation (“PostRock”) of our report dated March 27, 2014 (except for the effect of the restatement discussed in Note 20 of PostRock’s Annual Report on Form 10-K for the year ended December 31, 2014, as to which the date is March 31, 2015) with respect to the consolidated financial statements of PostRock, which appears in PostRock’s Annual Report on Form 10-K for the year ended December 31, 2014.

/s/ UHY LLP

St. Louis, Missouri

August 6, 2015

EXHIBIT 23.3 

CONSENT OF INDEPENDENT PETROLEUM ENGINEER

As independent petroleum engineers, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 and any amendment thereof of PostRock Energy Corporation of information relating to our estimates of the estimated quantities of oil and gas reserves and present value of future net reserves of PostRock Energy Corporation as of December 31, 2014. 

Very truly yours,

/s/ Cawley, Gillespie & Associates, Inc.

Petroleum Engineers

Ft. Worth, Texas

August 5, 2015