SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

WOODARD RODNEY L

(Last)

(First)

(Middle)

421 W. 3RD STREET, SUITE 1000

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/21/2020

3. Issuer Name and Ticker or Trading Symbol
HighPeak Energy, Inc. [ HPK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	1,000⁽¹⁾	D
Common Stock, par value $0.0001 per share	13,000	I	See Footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	09/20/2020	08/21/2025	Common Stock, par value $0.0001 per share	1,000⁽⁴⁾	$11.5	D
Warrants	09/20/2020	08/21/2025	Common Stock, par value $0.0001 per share	13,000	$11.5	I	See Footnote⁽⁵⁾
Contingent Value Rights	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	2,125⁽⁶⁾	⁽⁶⁾	D
Contingent Value Rights	⁽⁶⁾	⁽⁶⁾	Common Stock, par value $0.0001 per share	27,625⁽⁶⁾	⁽⁶⁾	I	See Footnote⁽⁷⁾

Explanation of Responses:

1. Represents 1,000 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 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. ("Pure") in connection with the closing of a business combination transaction (the "Transaction") between the Issuer and Pure on August 21, 2020.

2. Includes 1,000 shares of Common Stock held through a personal vehicle issued in exchange for shares of Class A Common Stock in connection with the closing of the Transaction.

3. Includes 12,000 shares of Common Stock, 12,000 warrants of the Issuer representing the right to purchase Common Stock and 12,000 contingent value rights ("CVRs") of the Issuer, issued pursuant to the Amended & Restated Forward Purchase Agreement, dated July 24, 2020 (the "Forward Purchase Agreement"), by and among (i) the Issuer, (ii) the Purchasers (as defined therein) designated as parties thereto, (iii) HighPeak Energy Partners, LP and (iv) solely for the limited purposes specified therein, Pure, held through a personal vehicle.

4. Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person in exchange for Class A Common Stock in connection with the Transaction.

5. Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person, through a personal vehicle, pursuant to (i) the Forward Purchase Agreement and (ii) in exchange for Class A Common Stock in connection with the Transaction.

6. 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 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).

7. Represents CVRs of the Issuer issued to the Reporting Person, through a personal vehicle, pursuant to (i) the Forward Purchase Agreement and (ii) in exchange for Class A Common Stock in connection with the Transaction.

	/s/ Steven W. Tholen, Attorney-in-Fact	08/26/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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