Item 3.02 Unregistered Sale of Equity Securities.

On October 1, 2012, a dividend payment date for the Cumulative Redeemable Series A Preferred Stock of PostRock Energy Corporation (the "Company"), the Company issued to White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "Investor") a number of warrants exercisable for a total of 1,298,375 shares of Company common stock at an exercise price of $1.71 per share, and an additional 12,983.75 shares of Series B Voting Preferred Stock of the Company, in lieu of a cash dividend pursuant to the terms of the Securities Purchase Agreement, dated September 2, 2010, between the Company and the Investor.

Additionally, on October 1, 2012, the Company issued to the Investor additional warrants exercisable for a total of 61,539 shares of Company common stock at an exercise price of $1.95 per share, in lieu of a cash dividend pursuant to the terms of the Securities Purchase Agreement, dated August 1, 2012, between the Company and the Investor.

All warrants and shares of Series B preferred stock were issued in reliance upon an exemption from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, which exempts transactions by an issuer not involving any public offering.

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