SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Edelman & Guill Energy L.P.
(Last) (First) (Middle)
700 LOUISIANA STREET
SUITE 4770
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PostRock Energy Corp [ PSTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/20/2012 P 4,282,048 A $1.42 9,199,922 I By White Deer Energy L.P.(1)
Common Stock 12/20/2012 P 142,276 A $1.42 305,679 I By White Deer Energy TE L.P.(1)
Common Stock 12/20/2012 P 153,140 A $1.42 329,019 I By White Deer Energy FI L.P.(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) $1.42 12/20/2012 P 4,282,048 12/20/2012 06/20/2020 Common Stock 4,282,048 $0.125(2) 4,282,048 I By White Deer Energy L.P.(1)
Common Stock Warrants (right to buy) $1.42 12/20/2012 P 142,276 12/20/2012 06/20/2020 Common Stock 142,276 $0.125(2) 142,276 I By White Deer Energy TE L.P.(1)
Common Stock Warrants (right to buy) $1.42 12/20/2012 P 153,140 12/20/2012 06/20/2020 Common Stock 153,140 $0.125(2) 153,140 I By White Deer Energy FI L.P.(1)
1. Name and Address of Reporting Person*
Edelman & Guill Energy L.P.
(Last) (First) (Middle)
700 LOUISIANA STREET
SUITE 4770
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Edelman & Guill Energy Ltd.
(Last) (First) (Middle)
700 LOUISIANA STREET
SUITE 4770
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy L.P.
(Last) (First) (Middle)
700 LOUISIANA STREET
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy TE L.P.
(Last) (First) (Middle)
700 LOUISIANA STREET
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
White Deer Energy FI, L.P.
(Last) (First) (Middle)
700 LOUISIANA STREET
SUITE 4770
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
EDELMAN THOMAS J
(Last) (First) (Middle)
777 MAIN STREET
SUITE 2500
(Street)
FORT WORTH TX 76102
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GUILL BEN A
(Last) (First) (Middle)
600 TRAVIS
SUITE 6000
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Mr. Edelman has been appointed as a director of the Issuer. 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. 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. 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.
2. Pursuant to the Securities Purchase Agreement, dated December 17, 2012, by and among PostRock Energy Corporation (the "Company"), White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (together with White Deer Energy L.P. and White Deer Energy TE L.P., the "Investors" and each an "Investor"), the Warrants are exercisable at a price mutually agreed to by the Company and the Investors before January 31, 2013; provided that the price per share of Common Stock issuable upon exercise of the Warrants shall be no less than $0.125 per share.
/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. 12/21/2012
/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. 12/21/2012
/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. 12/21/2012
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. 12/21/2012
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. 12/21/2012
/s/ Thomas Edelman 12/21/2012
/s/ Thomas Edelman, as Attorney-In-Fact For Ben A. Guill 12/21/2012
** 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 4 (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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