Edgar Filing: PostRock Energy Corp

Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

POSTROCK ENERGY CORPORATION

(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

737525105

(CUSIP Number)

January 20, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		737525105


1	NAMES OF REPORTING PERSONS Pelagic Institutional LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			245,430 (See Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			245,430 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	245,430 (See Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.98%* (See Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* Based on 8,238,982 Common Shares outstanding, the Common Shares reported outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2010.

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CUSIP No.		737525105


1	NAMES OF REPORTING PERSONS Pelagic Master Fund Ltd


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			180,570 (See Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			180,570 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	180,570 (See Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.19%* (See Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* Based on 8,238,982 Common Shares outstanding, the Common Shares reported outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2010.

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CUSIP No.		737525105


1	NAMES OF REPORTING PERSONS Pelagic Capital Advisors LP


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			426,000 (See Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			426,000 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	426,000 (See Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.17%* (See Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

* Based on 8,238,982 Common Shares outstanding, the Common Shares reported outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2010.

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CUSIP No.		737525105


1	NAMES OF REPORTING PERSONS McAndrew Rudisill


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			426,000 (See Item 4)

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			426,000 (See Item 4)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	426,000 (See Item 4)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	5.17%* (See Item 4)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

* Based on 8,238,982 Common Shares outstanding, the Common Shares reported outstanding on the Issuer’s Quarterly Report on Form 10-Q filed on November 10, 2010.

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Item 1(a)		Name of Issuer:

PostRock Energy Corporation (the “Issuer”)


Item 1(b)		Address of Issuer’s Principal Executive Offices:

210 Park Avenue
Suite 2750
Oklahoma City, OK 73102


Item 2(a).		Name of Person Filing:

This Schedule 13G is jointly filed by: (i) Pelagic Institutional LP; (ii) Pelagic Capital Advisors LP; (iii) Pelagic Master Fund Ltd; and (iv) McAndrew Rudisill (all together, the “Reporting Persons”), with respect to shares of common stock, $0.01 par value (“Shares”) of the Issuer beneficially owned by Pelagic Capital Advisors LP. Pelagic Capital Advisors LP is the investment advisor of Pelagic Institutional LP and Pelagic Master Fund Ltd. McAndrew Rudisill is the sole indirect owner and controls Pelagic Capital Advisors LP.


Item 2(b).		Address of Principal Business Office or, if none, Residence:

The principal business address of both Pelagic Capital Advisors LP and McAndrew Rudisill is: 101 Park Avenue, 21^st Floor, New York, New York, 10178. The principal business address of both Pelagic Institutional LP and Pelagic Master Fund Ltd is: c/o Pelagic Capital Advisors LP, 101 Park Avenue, 21^st Floor, New York, New York, 10178.


Item 2(c).		Citizenship:

Each of Pelagic Capital Advisors LP and Pelagic Institutional LP is a limited partnership formed under the laws of Delaware. Pelagic Master Fund Ltd is a Cayman Islands exempted company. McAndrew Rudisill is a citizen of the United States.


Item 2(d).		Title of Class of Securities:

Common Stock, $0.01 par value (the “Common Shares”)


Item 2(e).		CUSIP Number:

737525105


Item 3.		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

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Item 4.		Ownership.


		Pelagic Institutional LP

	(a)		Amount beneficially owned: 245,430

	(b)		Percent of Class: 2.98%

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 245,430

	(iii)		Sole power to dispose or to direct the disposition of : 0

	(iv)		Shared power to dispose or to direct the disposition of: 245,430


		Pelagic Master Fund Ltd

	(a)		Amount beneficially owned: 180,570

	(b)		Percent of Class: 2.19%

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 180,570

	(iv)		Sole power to dispose or to direct the disposition of : 0

	(iv)		Shared power to dispose or to direct the disposition of: 180,570


		Pelagic Capital Advisors LP

	(a)		Amount beneficially owned: 426,000

	(b)		Percent of Class: 5.17%

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 426,000

	(v)		Sole power to dispose or to direct the disposition of : 0

	(iv)		Shared power to dispose or to direct the disposition of: 426,000


		McAndrew Rudisill

	(a)		Amount beneficially owned: 426,000

	(b)		Percent of Class: 5.17%

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: 0

	(ii)		Shared power to vote or to direct the vote: 426,000

	(vi)		Sole power to dispose or to direct the disposition of : 0

	(iv)		Shared power to dispose or to direct the disposition of: 426,000


Item 5.		Ownership of Five Percent or Less of a Class.

Not applicable.


Item 6.		Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

-7-


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person.

Not applicable.


Item 8.		Identification and Classification of Members of the Group.

Not applicable.


Item 9.		Notice of Dissolution of Group.

Not applicable.


Item 10.		Certifications.

(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

99.1

Joint Filing Agreement, dated the date hereof, between the Reporting Persons.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2011


		PELAGIC INSTITUTIONAL LP


		By:		/s/ McAndrew Rudisill

		Name:		McAndrew Rudisill
		Title:		Sole Member


		PELAGIC MASTER FUND LTD


		By:		/s/ McAndrew Rudisill

		Name:		McAndrew Rudisill
		Title:		Executive Officer


		PELAGIC CAPITAL ADVISORS LP


		By:		/s/ McAndrew Rudisill

		Name:		McAndrew Rudisill
		Title:		Sole Member


		McAndrew Rudisill


		By:		/s/ McAndrew Rudisill

				McAndrew Rudisill, Individually

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