PSTRQ PostRock Energy Corporation (CE)

Explanatory Note: This Amendment No. 7 amends and supplements the Statement on Schedule 13D (the “Initial Statement”) filed by the reporting persons named in Item 2 thereof (the “Reporting Persons”) on October 1, 2010, relating to the shares of Common Stock, par value $0.01 (the “Common Shares”), of PostRock Energy Corporation, a Delaware corporation (the “Issuer”), as amended by Amendment No. 1 thereto, filed by the Reporting Persons on February 3, 2012, Amendment No. 2 thereto, filed by the Reporting Persons on February 10, 2012, Amendment No. 3 thereto, filed by the Reporting Persons on April 3, 2012, Amendment No. 4 thereto, filed by the Reporting Persons on July 3, 2012, Amendment No. 5 thereto, filed by the Reporting Persons on August 7, 2012 and Amendment No. 6 thereto, filed by the Reporting Persons on October 4, 2012

Item 1. Security and Issuer.

The principal executive offices of the Issuer are located at 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102. The total number of Common Shares reported as beneficially owned in this Schedule 13D is 44,171,034, which constitutes approximately 81.10% of the total number of Common Shares outstanding on a pro forma basis as follows. The Reporting Persons (as defined below) own 9,834,620 Common Shares of record as of the date of this Schedule 13D and report beneficial ownership of 34,336,414Common Shares issuable upon exercise of warrants to purchase 34,336,414 Common Shares (the “Warrants”).

Item 2. Identity and Background.

Item 2 of the Initial Statement is hereby supplemented to include the following:

(a) The Reporting Persons have entered into a Joint Filing Agreement, dated the date of the Initial Statement, a copy of which is filed with the Initial Statement as Exhibit B (which is hereby incorporated by reference) pursuant to which the Reporting Persons have agreed to file this Amendment No. 7 jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Certain information required by this Item 2 concerning the executive officers and directors of certain of the Reporting Persons is set forth on Schedule A, attached to the Initial Statement, which is incorporated herein by reference.

(d)-(e) None of the Reporting Persons nor, to the best of any Reporting Persons’ knowledge, their respective executive officers or directors listed on Schedule A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Initial Statement is hereby supplemented to include the following:

Pursuant to a Securities Purchase Agreement dated December 20, 2012 between White Deer Energy L.P., a Cayman Islands exempted limited partnership (“White Deer”), White Deer Energy TE L.P., a Cayman Islands exempted limited partnership (“White Deer TE”), and White Deer Energy FI L.P., a Cayman Islands exempted limited partnership (“White Deer FI” and, together with White Deer and White Deer TE, the “White Deer Funds”) and the Issuer (the “Securities Purchase Agreement”), the Reporting Persons acquired (i) 4,577,464 Common Shares for $1.42 per share, or approximately $6.5 million in aggregate consideration (the “New Common Shares”), (ii) 650 shares of Series A Cumulative Redeemable Preferred Stock (the “New Series A Shares”) and (iii) warrants to purchase an additional 4,577,464 Common Shares at an exercise price of $1.42 per share (the “New Warrants”). The New Series A Shares and the New Warrants were acquired for an aggregate purchase price of $13 million.

These New Common Shares, New Series A Shares and New Warrants are collectively referred to as the “Purchased Securities.” The source of the purchase price was capital contributions by the partners of the White Deer Funds.

Pursuant to the Securities Purchase Agreement, 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 December 31, 2012, one such date passed, and thus the Reporting Persons acquired an aggregate of 16,785 Warrants with an exercise price of $1.42.

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 Common Shares. 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 December 31, 2012, one such date passed, and thus the Reporting Persons acquired an aggregate of 1,588,075 Warrants with an exercise price of $1.44.

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 December 31, 2012, one such date passed, and thus the Reporting Persons acquired an aggregate of 94,154 Warrants with an exercise price of $1.95.

These Warrants are collectively referred to as the “Additional Warrants.” Other than the consideration paid in connection with the completion of the transactions contemplated by the Securities Purchase Agreements, no consideration was paid by the Reporting Persons for the issuance of these Additional Warrants

Item 4. Purpose of Transaction.

Item 4 of the Initial Statement is hereby supplemented to include the following:

The White Deer Funds have acquired the Additional Warrants for investment purposes. The description of the White Deer Funds’ plans or proposals in connection with the Purchased Securities is included in the Initial Statement.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Initial Statement is hereby amended as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 5 of the Initial Statement is hereby amended as follows:

On December 20, 2012, the Issuer and the White Deer Funds entered into Amendment No. 3 to the Amended and Restated Registration Rights Agreement, dated August 8, 2011, between such parties and Constellation Energy Commodities Group, Inc. The amendment grants the White Deer funds the same registration rights with respect to the Purchased Securities as it has with respect to its Warrants, as previously described in the Initial Statement.

Item 7. Material to be filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Date: January 3, 2013

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