0001437749-20-025543.txt : 20201217
0001437749-20-025543.hdr.sgml : 20201217
20201217160427
ACCESSION NUMBER: 0001437749-20-025543
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200821
FILED AS OF DATE: 20201217
DATE AS OF CHANGE: 20201217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gustin Michael H.
CENTRAL INDEX KEY: 0001821852
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39464
FILM NUMBER: 201396138
MAIL ADDRESS:
STREET 1: 208 HEWITT DRIVE
STREET 2: #103-113
CITY: WOODWAY
STATE: TX
ZIP: 76712
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HighPeak Energy, Inc.
CENTRAL INDEX KEY: 0001792849
STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381]
IRS NUMBER: 843533602
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 421 W. 3RD STREET
STREET 2: SUITE 1000
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: (817) 850-9200
MAIL ADDRESS:
STREET 1: 421 W. 3RD STREET
STREET 2: SUITE 1000
CITY: FORT WORTH
STATE: TX
ZIP: 76102
3/A
1
rdgdoc.xml
FORM 3/A
X0206
3/A
2020-08-21
2020-08-31
0
0001792849
HighPeak Energy, Inc.
HPK
0001821852
Gustin Michael H.
421 W. 3RD STREET, SUITE 1000
FORT WORTH
TX
76102
1
Common Stock, par value $0.0001 per share
2000
D
Warrants
11.5000
2020-09-20
2025-08-21
Common Stock, par value $0.0001 per share
3000
D
Contingent Value Rights
Common Stock, par value $0.0001 per share
4250
D
Includes 2,000 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.
Represents warrants to purchase Common Stock of the Issuer issued to the Reporting Person pursuant to in exchange for Class A Common Stock in connection with the Transaction.
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).
This Form 3/A is being filed to reflect securities inadvertently excluded from the original Form 3 filed by the Reporting Person on August 31, 2020 (the "Original Form 3"). The Form 3/A is deemed to amend the beneficial ownership totals reported in any Form 4 filed by the Reporting Person subsequent to the filing of the Original Form 3.
/s/ Steven W. Tholen, Attorney-in-Fact
2020-12-17