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*
Hammond Gabriel Arce

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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)
07/08/2010
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 07/08/2010 S(1) 21,815 D $5.25(2) 876,451 I(3) Through funds
Common Stock 07/08/2010 S(4) 7,272 D $5.25(2) 746,863 D(5)
Common Stock 07/08/2010 S(6) 10,908 D $5.25(2) 86,049 D(7)
Common Stock 07/08/2010 S(8) 3,635 D $5.25(2) 34,795 D(9)
Common Stock 8,744 D(10)
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
1. Name and Address of Reporting Person*
Hammond Gabriel Arce

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SteelPath Capital Management LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Opportunity Advisors IV LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Opportunity Partners IV LP

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Opportunity Advisors IX LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Opportunity Partners IX LP

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Capital Advisors LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SCM Capital Partners LP

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Focus Advisors LLC

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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*
SP Focus Partners LP

(Last) (First) (Middle)
2100 MCKINNEY AVENUE
14TH FLOOR

(Street)
DALLAS TX 75201

(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. These shares were sold pursuant to a 10b5-1 trading plan as described below.
2. The prices reported in Column 4 are weighted average prices. The Reporting Persons (as defined below) undertake to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. These shares were sold in multiple transactions on July 8, 2010 at prices ranging from $5.00 to $5.54 inclusive.
3. These shares may be deemed to be beneficially and indirectly owned by SteelPath Capital Management LLC ("Management") and Gabriel A. Hammond, a director of the issuer. Management serves as investment advisor to the funds included in the Reporting Persons. Mr. Hammond is the manager and a member of Management and of each of the general partners. Each of Mr. Hammond and Management disclaims beneficial ownership of such shares except to the extent of their respective 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.
4. These shares were sold by SP Opportunity Partners IV LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
5. SP Opportunity Advisors IV LLC is the general partner of SP Opportunity Partners IV LP and may be deemed to be the indirect beneficial owner of these shares.
6. These shares were sold by SP Opportunity Partners IX LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
7. SP Opportunity Advisors IX LLC is the general partner of SP Opportunity Partners IX LP and may be deemed to be the indirect beneficial owner of these shares.
8. These shares were sold by SCM Capital Partners LP pursuant to a 10b5-1 trading plan dated May 18, 2010.
9. SP Capital Advisors LLC is the general partner of SCM Capital Partners LP and may be deemed to be the indirect beneficial owner of these shares.
10. These shares are held by SP Focus Partners LP. SP Focus Advisors LLC is the general partner of SP Focus Partners LP and may be deemed to be the indirect beneficial owner of these shares.
Remarks:
Gabriel Hammond, Management, SP Opportunity Partners IV LP, SP Opportunity Advisors IV LLC, SP Opportunity Partners IX LP, SP Opportunity Advisors IX LLC, SCM Capital Partners LP, SP Capital Advisors LLC, SP Focus Partners LP and SP Focus Advisors LLC (collectively, the "Reporting Persons") may be deemed members of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Mr. Hammond may be deemed to serve on the board of directors of the issuer as a representative of each of the aforementioned entities and such entities may be deemed to be directors by deputization. The filing of this report and the inclusion of information herein shall not be considered an admission that any 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 that for purposes of Section 16 or any other purpose, such Reporting Person is the beneficial owner of any securities in which such Reporting Person does not have a pecuniary interest. Each Reporting Person expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law.
/s/ Gabriel A. Hammond 07/12/2010
/s/ Gabriel A. Hammond, manager of SteelPath Capital Management LLC 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IV LLC, general partner of SP Opportunity Partners IV LP 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Opportunity Advisors IX LLC, general partner of SP Opportunity Partners IX LP 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Capital Advisors LLC, general partner of SCM Capital Partners LP 07/12/2010
/s/ Gabriel A. Hammond, manager of SP Focus Advisors LLC, general partner of SP Focus Partners LP 07/12/2010
** 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).
Note: 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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