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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Common Stock Warrants (right to buy) | $ 2.86 | 06/30/2015 | J(1) | 641,807 | 06/30/2015 | 12/31/2022 | Common Stock | 641,807 | $ 0 (1) | 641,807 | I | By White Deer Energy L.P. (1) (2) | |||
Common Stock Warrants (right to buy) | $ 2.86 | 06/30/2015 | J(1) | 21,386 | 06/30/2015 | 12/31/2022 | Common Stock | 21,386 | $ 0 (1) | 21,386 | I | By White Deer Energy TE L.P. (1) (2) | |||
Common Stock Warrants (right to buy) | $ 2.86 | 06/30/2015 | J(1) | 22,988 | 06/30/2015 | 12/31/2022 | Common Stock | 22,988 | $ 0 (1) | 22,988 | I | By White Deer Energy FI L.P. (1) (2) | |||
Common Stock Warrants (right to buy) | $ 19.5 | 06/30/2015 | J(3) | 11,836 | 06/30/2015 | 12/31/2022 | Common Stock | 11,836 | $ 0 (3) | 11,836 | I | By White Deer Energy L.P. (2) (3) | |||
Common Stock Warrants (right to buy) | $ 19.5 | 06/30/2015 | J(3) | 394 | 06/30/2015 | 12/31/2022 | Common Stock | 394 | $ 0 (3) | 394 | I | By White Deer Energy TE L.P. (2) (3) | |||
Common Stock Warrants (right to buy) | $ 19.5 | 06/30/2015 | J(3) | 424 | 06/30/2015 | 12/31/2022 | Common Stock | 424 | $ 0 (3) | 424 | I | By White Deer Energy FI L.P. (2) (3) | |||
Common Stock Warrants (right to buy) | $ 14.2 | 06/30/2015 | J(4) | 16,823 | 06/30/2015 | 12/31/2022 | Common Stock | 16,823 | $ 0 (4) | 16,823 | I | By White Deer Energy L.P. (2) (4) | |||
Common Stock Warrants (right to buy) | $ 14.2 | 06/30/2015 | J(4) | 559 | 06/30/2015 | 12/31/2022 | Common Stock | 559 | $ 0 (4) | 559 | I | By White Deer Energy TE L.P. (2) (4) | |||
Common Stock Warrants (right to buy) | $ 14.2 | 06/30/2015 | J(4) | 602 | 06/30/2015 | 12/31/2022 | Common Stock | 602 | $ 0 (4) | 602 | I | By White Deer Energy FI L.P. (2) (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Edelman & Guill Energy L.P. 700 LOUISIANA STREET SUITE 4770 HOUSTON, TX 77002 |
X | X | ||
Edelman & Guill Energy Ltd. 700 LOUISIANA STREET SUITE 4770 HOUSTON, TX 77002 |
X | |||
White Deer Energy L.P. 700 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
White Deer Energy TE L.P. 700 LOUISIANA STREET HOUSTON, TX 77002 |
X | |||
White Deer Energy FI, L.P. 700 LOUISIANA STREET SUITE 4770 HOUSTON, TX 77002 |
X | |||
EDELMAN THOMAS J 777 MAIN STREET SUITE 2500 FORT WORTH, TX 76102 |
X | |||
GUILL BEN A 600 TRAVIS SUITE 6000 HOUSTON, TX 77002 |
X |
/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. | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/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. | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/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. | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Thomas Edelman, director of Edelman & Guill Energy Ltd., general partner of Edelman & Guill Energy L.P. | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Thomas Edelman, director of Edelman & Guill Energy, Ltd. | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Thomas Edelman | 07/02/2015 | |
**Signature of Reporting Person | Date | |
/s/ Thomas J. Edelman, as attorney in fact for Ben A. Guill | 07/02/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Pursuant to a Securities Purchase Agreement dated September 2, 2010 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 19,047,619 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 686,181 warrants on June 30, 2015. |
(2) | 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. |
(3) | Pursuant to a Securities Purchase Agreement dated August 1, 2012 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 3,076,923 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 12,654 warrants on June 30, 2015. |
(4) | Pursuant to a Securities Purchase Agreement dated December 17, 2012 between the Reporting Persons and the Issuer, the Reporting Persons acquired, among other securities of the Issuer, warrants to purchase an aggregate 4,577,464 shares of the Issuer's common stock. The Reporting Persons also acquired the right to receive additional warrants on each quarterly dividend payment date of the Issuer's Series A Preferred Stock on which dividends are not paid in cash but instead accrue. On June 30, 2015, one such date passed, and thus the Reporting Persons acquired an aggregate of 17,984 warrants on June 30, 2015. |