White Deer Energy Investment

On December 17, 2012, PostRock Energy Corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "Investor"). Under the Purchase Agreement, the Company agreed to issue to the Investor, at an aggregate purchase price of $13.0 million, an aggregate of 4,577,464 shares of common stock (the "Common Shares"), 650 shares of Series A Cumulative Redeemable Preferred Stock (the "Preferred Shares") and warrants to purchase 4,577,464 shares of common stock (the "Warrants") at an exercise price of $1.42 per share. The Common Shares, Preferred Shares and Warrants are referred to collectively as the "Purchased Securities." The issuance of the Purchased Securities and the consummation of the other transactions contemplated by the Purchase Agreement occurred on December 20, 2012. At the closing, the Company and the Investor entered into an amendment to the First Amended and Restated Registration and Investor Rights Agreement, dated as of August 8, 2011, as amended, by and among the Company, the Investor and Constellation Energy Commodities Group, Inc. (the "Registration Rights Amendment") to provide that the Common Shares, the Preferred Shares and the shares of common stock issuable upon the exercise of the Warrants constitute registrable securities under that agreement.

The Purchase Agreement contained customary representations, warranties and covenants between the parties. The Purchase Agreement also contained customary post-closing indemnification for breaches of representations, warranties and covenants. The Company agreed to reimburse the Investor for its expenses in connection with the Purchase Agreement and the issuance of the Purchased Securities.

On December 19, 2012, in connection with the issuance of the Preferred Shares, the Company filed with the Secretary of State of the State of Delaware a Second Amended and Restated Certificate of Designations of Series A Cumulative Redeemable Preferred Stock (the "Amended Certificate"), which Amended Certificate was effective as of such filing date and was approved by both the Board of Directors of the Company and the Investor, being the sole holders of the Company's outstanding shares of its Series A Cumulative Redeemable Preferred Stock ("Series A"). The Amended Certificate increases the number of authorized shares of Series A from 6,600 shares to 7,250 shares.

Pursuant to the Purchase Agreement, the Company will issue additional warrants to the Investor on each quarterly dividend payment date of the Preferred Shares through December 31, 2014 on which dividends are not paid in cash but instead accrue. The additional warrants issued with respect to any such dividend payment date will be exercisable for a number of shares of common stock equal to the amount of dividends that are not paid on such dividend payment date divided by $1.42, the exercise price of such additional warrants. The terms of the Warrants and such additional warrants are otherwise substantially the same as the warrants issued to the Investor in August 2012, including that the Warrants and additional warrants are not coupled with a fractional share of Series B Voting Preferred Stock (and therefore have no voting right attached).

The issuance of the Purchased Securities was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of the Purchased Securities was not a public offering for purposes of Section 4(2) because of its being made only to the Investor, the Investor's status as an accredited investor and the manner of the issuance, including that the Company did not engage in general solicitation . . .

The disclosure set forth under Item 1.01 above relating to the New Facility is incorporated into this Item 2.03 by reference.

The disclosure set forth under Item 1.01 above relating to the White Deer investment is incorporated into this Item 3.02 by reference.

The disclosure set forth under Item 1.01 above relating to the White Deer investment is incorporated into this Item 5.03 by reference.

The disclosure set forth under Item 1.01 above relating to the White Deer investment is incorporated into this Item 5.07 by reference.

On December 18, 2012, the Company issued a press release announcing the White Deer investment. On December 20, 2012, the Company issued a press release announcing the New Facility. The press releases are furnished as Exhibits 99.1 and 99.2 to this report.

After giving effect to the issuance of the Common Shares to the Investor described in Item 1.01 and the grant of 344,838 shares of restricted stock on December 20, 2012 to certain non-officer employees of the Company, the Company had 20,474,008 shares of its common stock outstanding, of which an aggregate of 10,229,519 shares were held by the Investor and the Company's directors and executive officers. The remaining 10,244,489 publicly held shares had a market value of $15.4 million as of December 20, 2012 based on the consolidated closing bid price of the common stock as reported by the Nasdaq Stock Market on that date of $1.50 per share.

The information furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

(d) Exhibits.

Exhibit
No.          Description

4.1          Second Amended and Restated Certificate of Designations for the Series
             A Cumulative Redeemable Preferred Stock

4.2          Form of Warrant

10.1         Securities Purchase Agreement, dated December 17, 2012, among PostRock
             Energy Corporation, White Deer Energy L.P., White Deer Energy TE L.P.
             and White Deer Energy FI L.P.

10.2         Amendment No. 3, dated as of December 20, 2012, among PostRock Energy
             Corporation, White Deer Energy L.P., White Deer Energy TE L.P. and
             White Deer Energy FI L.P., to the First Amended and Restated
             Registration and Investor Rights Agreement, dated August 8, 2011, by
             and among PostRock Energy Corporation, Constellation Energy
             Commodities Group, Inc., White Deer Energy L.P., White Deer Energy TE,
             L.P. and White Deer Energy FI L.P.

99.1         Press Release dated December 18, 2012

99.2         Press Release dated December 20, 2012