UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check One)
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☐ Form 10-K ☐ Form 20-F ☐ Form
11-K ☒ Form 10-Q
☐ Form 10-D ☐ Form
N-SAR ☐ Form N-CSR
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For Period Ended: June 30, 2018
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☐ Transition Report on Form
10-K
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☐ Transition Report on Form
20-F
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☐ Transition Report on Form
11-K
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☐ Transition Report on Form
10-Q
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☐ Transition Report on Form
N-SAR
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For the Transition Period Ended:
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Read Instruction (on back page)
Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the
notification relates:
PART I REGISTRANT
INFORMATION
PrimeEnergy Corporation
Full Name of Registrant
N/A
Former Name if
Applicable
9821 Katy Freeway, Suite 1050
Address of Principal Executive Office
(Street and Number)
Houston, TX 77024
City,
State and Zip Code
PART II RULES
12b-25(b)
AND (c)
If the subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule
12b-25(b),
the following should be completed. (Check box if appropriate)
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☒
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b)
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The subject annual report, semi-annual report, transition report on Form
10-K,
Form
20-F,
Form
11-K,
Form
N-SAR
or
Form N-CSR,
or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form
10-Q,
or subject distribution report on Form
10-D,
or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c)
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The accountants statement or other exhibit required by Rule
12b-25(c)
has been attached if applicable.
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PART III NARRATIVE
State below in
reasonable detail why Forms
10-K,
20-F,
11-K,
10-Q,
10-D,
N-SAR,
N-CSR,
or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file, without unreasonable effort and expense, its Form
10-Q
for the period ended
June 30, 2018 because certain data was not yet available to complete the filing.
It is anticipated that the Form
10-Q,
along with the unaudited consolidated financial statements, will be filed on or before the 5th calendar day following the prescribed due date of the Registrants Form
10-Q.
PART IV OTHER INFORMATION
(1)
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Name and telephone number of person to contact in regard to this notification
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Beverly A. Cummings
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713
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735-0000
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934
or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). ☒ Yes ☐ No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the
last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No
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The Company expects a significant change in the consolidated results of operations from the corresponding period of the last fiscal year
primarily due to increases in oil and gas sales of approximately $20 million during 2018 versus 2017
off-set
by, a decrease in gains on the sale of assets of approximately $39 million and an increase
in unrealized losses on derivatives of $10 million.
PrimeEnergy Corporation
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date
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August 14, 2018
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By
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/s/ Beverly A. Cummings, Executive Vice
President
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Name and Title
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the
representatives authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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