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