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Filing Details

Accession Number:: 0001209191-14-024949
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-04-03 06:19:59
Reporting Period:: 2014-03-31

Filing Date:: 2014-04-03
Accepted Time:: 2014-04-03 06:19:59
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1362705	Constellation Energy Partners Llc	CEP	Crude Petroleum & Natural Gas (1311)	113742489

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
935356	J Thomas Edelman	777 Main Street Suite 2500 Fort Worth TX 76102	No	No	Yes	No
1201989	A Ben Guill	600 Travis Suite 6000 Houston TX 77002	No	No	Yes	No
1467859	L.p. Energy Deer White	700 Louisiana Street Houston TX 77002	No	No	Yes	No
1473061	Postrock Energy Corp	210 Park Avenue Suite 2750 Oklahoma City OK 73102	No	No	Yes	No
1477741	L.p. Te Energy Deer White	700 Louisiana Street Houston TX 77002	No	No	Yes	No
1492479	White Deer Energy Fi, L.p.	700 Louisiana Street Suite 4770 Houston TX 77002	No	No	Yes	No
1500937	Ltd. Energy Guill & Edelman	700 Louisiana Street Suite 4770 Houston TX 77002	No	No	Yes	No
1500938	L.p. Energy Guill & Edelman	700 Louisiana Street Suite 4770 Houston TX 77002	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Units	Disposition	2014-03-31	414,938	$2.41	0	No	4	S	Indirect	By PostRock Energy Corporation

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By PostRock Energy Corporation

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Units	Common Units	Disposition	2014-03-31	5,503,956	$0.00	5,503,956	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,503,956	2014-03-31	2014-12-31	No	4	J	Indirect

Footnotes

Edelman & Guill Energy L.P. is the general partner of each of White Deer Energy L.P., White Deer Energy TE L.P. and White Deer Energy FI L.P. (collectively, the "Funds"), Edelman & Guill Energy Ltd. is the general partner of Edelman & Guill Energy L.P., and Messrs. Edelman and Guill are the directors of Edelman & Guill Energy Ltd. The Funds beneficially own approximately 60%, as of March 3, 2014, of the common stock of PostRock Energy Corporation ("PSTR") after giving effect to the exercise of their outstanding warrants. Accordingly, each of Edelman & Guill Energy Ltd., Edelman & Guill Energy L.P. and Messrs. Edelman and Guill may be deemed to control the decisions of the Funds and of PSTR.
(Continued from Footnote 1)The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of these securities for purposes of Section 16 or for any other purpose.
Pursuant to the Settlement Agreement (defined below), there are certain obligations for the parties thereto to sell the securities over time at prices in excess of certain agreed minimum prices, which are subject to adjustment and vary based on the circumstances of the sale, as well as a contractual agreement by certain parties to the Settlement Agreement to support the aggregate proceeds from the sales and share in profits from the sales above certain thresholds.
Pursuant to the terms of a Settlement Agreement by and among Constellation Energy Partners Management, LLC ("CEPM"), Gary M. Pittman, and John R. Collins (collectively, "Plaintiffs"); (2) Stephen R. Brunner, Richard S. Langdon, Richard H. Bachmann, John N. Seitz, and Constellation Energy Partners LLC ("CEP" and collectively, the "CEP Defendants"); (3) Sanchez Oil & Gas Corporation, Sanchez Energy Partners I, LP ("SEPI"), Antonio R. Sanchez III, and Gerald F. Willinger (collectively, the "Sanchez Defendants" and with the CEP Defendants, the "Defendants"); (4) PostRock Energy Corporation ("PostRock"); and (5) White Deer Management LLC, White Deer Energy L.P., and Thomas J. Edelman, solely for the purposes of Sections 6 and 15 thereto (collectively, the "White Deer Parties"), dated as of March 31, 2014 (the "Settlement Agreement"),
(Continued from Footnote 4)CEPM has agreed to sell the Common Units over time, and granted certain rights to SEPI to force such sales (to SEPI and third parties) on certain terms and conditions, as well as certain rights to SEPI to share in the economic risks and rewards of ownership of such Common Units, subject to certain exceptions and as further described in the Settlement Agreement. The Settlement Agreement is filed as an exhibit to Amendment No. 3 to the Schedule 13D of Constellation Energy Partners LLC, dated as March 31, 2014.