Current Report Filing (8-k)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest reported event):  December 18, 2014

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POSTROCK ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

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Commission File No. 001-34635

 

	Delaware	27-0981065
	(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)
	210 Park Avenue Oklahoma City, Oklahoma (Address of Principal Executive Offices)	73102 (Zip Code)

 

Registrant’s Telephone Number, including Area Code:  [phone]

	Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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Item 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On December 18, 2014, PostRock Energy Corporation (“PostRock”) sent a notice to its directors and executive officers informing them that a blackout period will be imposed under PostRock’s 401(k) Profit Sharing Plan (the “Plan”) beginning on January 2, 2015, and ending during the week of January 5, 2015, and that they will be unable to trade in PostRock’s common stock (or related securities) during such blackout period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002.  The blackout period is being effected in connection with PostRock’s pending 10:1 reverse stock split and all dates in the notice assume the reverse stock split becomes effective on January 2, 2015. During the blackout period and for a two-year period thereafter, information about the actual beginning and ending dates of the blackout period may be obtained, without charge, by contacting PostRock Energy Corporation, Attn: Secretary, 210 Park Avenue, Suite 2750, Oklahoma City, OK 73102 (telephone [phone]).

A copy of the notice dated December 18, 2014, which was provided to PostRock’s directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.04. 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Notice to PostRock Energy Corporation directors and executive officers regarding blackout period dated December 18, 2014.

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

	POSTROCK ENERGY CORPORATION
	/s/ Stephen L. DeGiusti
	Stephen L. DeGiusti
	Executive Vice President, General Counsel and
	Secretary
Date: December 18, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Index to Exhibits 

   

Exhibit No.		Description
99.1		Notice to PostRock Energy Corporation directors and executive officers regarding blackout period dated December 18, 2014.

 

 

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NOTICE UNDER
RULE 104 OF REGULATION BTR

TO:	Directors and Executive Officers
FROM:	Stephen DeGiusti
RE:	SOX Blackout Period
DATE:	December 18, 2014

As a director or executive officer of PostRock Energy Corporation (the “Corporation”), you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations, which prohibit certain trades during plan “blackout” periods.

Because a blackout period has been imposed under the Corporation’s 401(k) Profit Sharing Plan (the “Plan”) beginning on January 2, 2015, and ending during the week of January 5, 2015, and during which participants in the Plan will be unable to direct or diversify investments in their individual accounts under the Plan, obtain a loan from the Plan or obtain a distribution from the Plan, we are also imposing a SOX blackout period beginning on January 2, 2015, and ending during the week of January 5, 2015.  We will advise you when the SOX blackout period ends.  The blackout period under the Plan is needed in connection with the anticipated 10:1 reverse stock split of the Corporation’s common stock.

While the SOX blackout period is in effect, you (and your immediate family members who share your residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of the Corporation, including any common stock and any options.  There are limited exclusions and exemptions from this rule.  Further, the above prohibition is in addition to the normal restrictions on trading activity that the Corporation imposes on its executive officers and directors, including under the Corporation’s insider trading policy. 

If you have any questions pertaining to this notice or the SOX blackout period, you should contact me by telephone at 405-702-7420, by email at [e-mail] or by mail at 210 Park Avenue, Suite 2750, Oklahoma City, OK 73102.  Thank you.

	POSTROCK ENERGY CORPORATION
	/s/ Stephen L. DeGiusti
	Stephen L. DeGiusti
	Executive Vice President, General Counsel and
	Secretary

 

 

 

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