UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~September~~November 2814, 2018

Rex Energy Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-33610

20-8814402

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

366 Walker Drive

State College, Pennsylvania 16801

(Address of Principal Executive Office and Zip Code)

(814) 278-7267

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.03 Bankruptcy or Receivership.

~~(b)~~ As previously disclosed, on May 18, 2018, Rex Energy Corporation (the “Company”) and certain of its wholly owned subsidiaries (together with ~~the~~ the Company, the “Debtors”) filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”). The Debtors’ chapter 11 cases (the “Chapter 11 Cases”) are being administered under the caption In re R.E. Gas Development, LLC, Case No. 18-22032 (JAD).

As previously ~~disclosed~~reported in the Company’s ~~Quarterly~~Current Report on Form 108-QK ~~for~~filed with the ~~quarter~~Securities ~~ended~~Exchange ~~June~~Commission on October 3022, 2018, on ~~July~~October 2516, 2018, the ~~Debtors~~Bankruptcy ~~filed~~Court ~~with~~entered ~~the~~an ~~Bankruptcy~~order ~~Court~~ (i)the a“Confirmation ~~proposed~~Order”) ~~chapter~~confirming 11the ~~plan~~Amended ~~for~~Plan ~~the~~of ~~resolution~~Liquidation of the ~~outstanding~~Debtors ~~claims against~~ and ~~interests~~Debtors in ~~the~~Possession ~~Debtors~~Pursuant ~~pursuant~~ to Chapter 11 of the Bankruptcy Code ~~(the “Plan”),~~ (~~ii) a~~as ~~related~~may ~~proposed~~be ~~disclosure~~amended, ~~statement~~modified, ~~(the “Proposed~~or ~~Disclosure~~supplemented ~~Statement”)~~from ~~and~~time ~~(iii) a~~to ~~motion~~time ~~seeking~~and anincluding ~~order~~all ~~approving~~exhibits ~~the Disclosure Statement~~ and ~~solicitation~~supplements ~~procedures~~thereto, ~~for~~ the “Plan”). ~~The~~ ~~Plan~~On ~~and~~November ~~the~~14, ~~Disclosure~~2018, ~~Statement were subsequently amended. The Disclosure Statement and~~ the ~~solicitation~~Effective ~~procedures~~Date ~~were approved by an order~~ of the ~~Bankruptcy~~Plan ~~Court~~(as ~~entered~~defined onin ~~September 17,~~the ~~2018~~Plan) occurred. AOn ~~copy of~~ the ~~approved~~same ~~Disclosure Statement~~date, isthe ~~attached~~Debtors ~~hereto~~filed ~~as Exhibit 2.1. Following~~ a ~~subsequent~~notice ~~period~~ of ~~solicitation~~confirmation of ~~votes on~~ the Plan, ~~the~~and ~~Bankruptcy~~occurrence ~~Court~~of ~~entered an order confirming~~ the ~~Plan~~Effective onDate ~~October 16, 2018~~ (the “~~Confirmation Order~~Notice”) with the Bankruptcy Court. A copy of the ~~Confirmation~~ ~~Order~~Notice is attached hereto as Exhibit 299.2.1 ~~The~~and ~~Effective Date (as defined in the Plan)~~ is ~~currently~~incorporated herein ~~expected~~by ~~to occur on or about October 31, 2018~~reference.

~~Pursuant~~AS toA ~~the~~RESULT ~~Plan,~~OF ~~only~~THE ~~holders~~PLAN ofBEING ~~the~~EFFECTIVE, ~~Company’s~~ALL ~~1.00%/8.00%~~OF ~~Senior~~THE ~~Secured~~COMPANY’S ~~Second~~OUTSTANDING ~~Lien~~EQUITY ~~Notes~~INTERESTS, ~~due~~CONSISTING ~~2020~~OF ~~(the “Prepetition~~AUTHORIZED ~~Second Lien~~AND ~~Notes”)~~OUTSTANDING ~~are~~SHARES ~~entitled~~OF toCOMMON ~~distributions.~~AND ~~The~~PREFERRED ~~Prepetition~~STOCK ~~Second~~OF ~~Lien~~THE ~~Notes~~COMPANY, ~~will~~AS beWELL ~~deemed~~AS ~~cancelled~~THE onCOMPANY’S ~~the~~PREPETITION ~~Effective~~UNSECURED ~~Date~~NOTES (asAS ~~defined~~DEFINED inIN ~~the~~THE ~~Plan~~PLAN), ~~other~~WERE ~~than~~CANCELLED ~~for~~WITHOUT ~~purposes~~CONSIDERATION ofAND ~~receiving~~HAVE ~~distribution(s)~~NO ~~per the terms of the Plan. Further~~VALUE, ~~the Company’s~~ALTHOUGH ~~common~~THE ~~stock~~PREPETITION ~~and~~UNSECURED preferred stock and the notes evidencing the Company’s unsecured 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 (the “Unsecured Notes”) will be cancelled on the Effective Date (asNOTES ~~defined~~MAY, inIF ~~the Plan) and holders of such notes~~NECESSARY, ~~common~~REMAIN ~~stock~~OUTSTANDING ~~and~~FOR ~~preferred~~A ~~stock~~SHORT ~~will~~PERIOD ~~receive~~SOLELY noTO ~~consideration~~EFFECT onA ~~account~~PREVIOUSLY ofDECLARED ~~their~~SINGLE ~~claims~~AND orFINAL ~~interests~~DISTRIBUTION inWITH ~~the~~RESPECT ~~Company pursuant to the terms of the Plan~~THERETO. AsIN ~~previously~~ADDITION, ~~reported~~AS inA ~~Item~~RESULT ~~1.01~~OF ofTHE ~~the Company’s~~PLAN ~~Current~~BEING ~~Report on Form 8-K filed with the Securities Exchange Commission on August 27~~EFFECTIVE, ~~2018,~~THE ~~holders~~COMPANY’S ofPREPETITION ~~Unsecured~~SECOND ~~Notes~~LIEN NOTES as(AS ofDEFINED ~~the~~IN ~~established~~THE ~~record date (October 20, 2018~~PLAN) ~~will~~WERE ~~receive~~ALSO ~~one distribution on November 5~~CANCELLED, ~~2018~~THOUGH onPROCEDURES ~~account~~WERE ofESTABLISHED ~~their~~FOR ~~claims~~PURPOSES ~~pursuant~~OF toMAKING ~~the Asset Purchase Agreement~~ DISTRIBUTION(~~the “Purchase Agreement”~~S) byIN ~~and~~RESPECT ~~between~~OF ~~the~~THE ~~Debtors~~PREPETITION ~~and~~SECOND ~~PennEnergy~~LIEN ~~Resources,~~NOTES ~~LLC~~PER ~~(the~~THE ~~“Buyer”),~~TERMS ~~dated~~OF ~~August 24, 2018,~~THE asPLAN ~~amended~~AND/OR byIN ~~that~~ACCORDANCE ~~certain~~WITH ~~Amendment~~THE toPURCHASE ~~the Purchase Agreement, dated September 28, 2018, by and between the Debtors and the Buyer. The Unsecured Notes will be deemed cancelled as of the Effective Date but will remain in place solely for~~AGREEMENT ~~purposes~~(AS ofDEFINED ~~receiving~~IN ~~the~~THE ~~aforementioned distribution~~PLAN).

AsThe ~~previously reported in Item 2.01 of the~~ Company’s ~~Current~~will ~~Report~~file ona Form ~~8-K~~15 ~~filed~~ with the Securities and Exchange Commission onto ~~October 1,~~provide ~~2018,~~notice inof ~~accordance with~~ the ~~terms~~suspension of ~~the~~its reporting ~~Purchase~~obligations ~~Agreement,~~under ~~on September~~Section ~~28,~~12 ~~2018,~~and ~~the~~Section 15 ~~Debtors~~of ~~consummated~~ the ~~sale~~Securities ~~transaction~~Exchange ~~pursuant~~Act ~~to which the majority~~ of ~~the~~1934 ~~Debtors’ assets have been transferred to the Buyer~~ (the “~~Sale~~Exchange Act”). ~~The~~Upon ~~remaining~~filing ~~assets~~a ofForm 15, the Company will beimmediately ~~either~~cease ~~liquidated~~filing orany ~~abandoned~~further ~~pursuant~~periodic toor ~~the~~current ~~terms~~reports under of the ~~Plan~~Exchange ~~as part of the wind down process~~Act.

Item 53.0203. ~~Departure~~Material ofModification ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Rights ~~Appointment~~ of ~~Certain~~Security ~~Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~(b)~~Pursuant ~~and~~to ~~(c) In connection with~~ the ~~consummation~~Plan, ofall ~~the~~outstanding ~~Sale~~equity ~~described~~interests in ~~Item 1.03 of this Current Report on Form 8-K, Thomas C. Stabley resigned as~~ the Company’s ~~President~~(including ~~and~~outstanding ~~Chief~~shares ~~Executive Officer, effective as~~ of ~~September 28,~~common ~~2018,~~and ~~but~~preferred ~~remains a director of the Company. Effective as of September 28~~stock, ~~2018~~options, ~~Curtis~~ J.warrants Walker, the Company’s current Chief Financial Officer, is serving as the Company’s principal executive officer during the wind down process, in addition to his existing roles as principal financial officer and principalor ~~accounting~~contractual ~~officer.~~or ~~The~~other ~~information~~rights ~~required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K with respect~~ to ~~Mr. Walker~~acquire isany ~~incorporated~~equity byinterests ~~reference to such information set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2018. In addition, effective as~~ of ~~September 28, 2018, Robert W. Ovitz resigned as~~ the Company’s) ~~Chief~~were ~~Operating~~cancelled ~~Officer~~on ~~in connection with~~ the ~~consummation~~Effective ~~of the Sale~~Date. ~~The resignations of Messrs. Stabley and Ovitz are not the result of any disagreement with the Company.~~

~~Forward-Looking~~Item ~~Statements~~5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~This~~As previously reported in the Company’s Current Report on Form 8-K ~~contains~~filed ~~“forward-looking~~with ~~statements”~~the ~~within~~Securities ~~the~~Exchange ~~meaning~~Commission ofon ~~Section~~October ~~27A~~22, 2018, certain officers of the ~~Securities~~Company ~~Act~~resigned ofeffective ~~1933,~~ as ~~amended,~~of ~~and Section~~September ~~21E~~28, 2018. As of the ~~Securities~~Effective ~~Exchange Act of 1934~~Date, asthe ~~amended.~~remaining ~~The statements~~officers inand ~~this~~directors ~~Report~~of ~~that~~the ~~are~~Company ~~not~~had ~~historical~~resigned, ~~facts~~and ~~are~~Tiffany ~~forward-looking~~King ~~statements.~~was ~~Forward-looking~~appointed ~~statements~~as ~~are~~the ~~typically~~sole ~~identified~~officer byand ~~use~~director of ~~terms~~the Company.

such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target” or “continue,” the negative of such terms or other comparable terminology, although some forward-looking statements may be expressed differently. These forward-looking statements relate, in part, to the risks and uncertainties relating to the ability of the Company to implement the Plan; the timing of the Effective Date of the Plan; the timing of distributions to the holders of the claims pursuant to the terms of the Plan; and the additional risks and uncertainties that are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as it may be amended, the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2018, as it may be amended, as well as in other reports filed from time to time by the Company with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit Number		Description
ExhibitNumber		Description
2.1		Disclosure Statement and Amended Plan of Liquidation (solicitation version)
99.1		Notice
2.2		Confirmation Order and Amended Plan of Liquidation

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.

	~~REX ENERGY CORPORATION~~	REX ENERGY CORPORATION
Date: October 22, 2018	By:	/s/ Curtis J. Walker
Date: November 14, 2018		By:	/s/ Tiffany King
		Name: Curtis J. Walker
			Name: Tiffany King
		Title: Chief Financial Officer
			Title: Plan Administrator

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