SEC Form 4 · accession 0000899243-18-002844
FTS International, Inc. · FTSI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01F1 | Feb 2, 2018 | P | 280,000 | $18.00 | A | 12,175,935 | I | See Footnote |
| Common Stock, par value $0.01F2 | Feb 2, 2018 | P | 280,000 | $18.00 | A | 1,164,291 | I | See Footnote |
Table II — derivative securities
Explanation of responses
- F1Represents the shares held directly by Senja Capital Ltd ("Senja"), wholly-owned by RRJ Capital Master Fund I, L.P. ("RRJ Master"). RRJ Capital Ltd ("RRJ Capital") is the general partner of RRJ Master.
- F2Represents the shares held directly by Hampton Asset Holding Ltd. ("Hampton"), wholly-owned by Mr. Ong Tiong Sin ("Mr. Ong").
- F3Senja and Hampton each acquired an additional 280,000 shares during the IPO of the Issuer.
Remarks
The Issuer, Senja and Hampton entered into an investors' rights agreement, pursuant to which Senja and Hampton will have the right to collectively nominate one director so long as they beneficially own, together, at least 5% of the common stock of the Issuer. This investors' rights agreement is further detailed in the Form S-1/A filed by the Issuer on February 1, 2018. Mr. Ong is (A) a director (one of five directors, the other four directors of RRJ Capital being Ong Tiong Boon, Eddie Teh Ewe Guan, Rizal Bin Ishak and Kim Young So) and sole shareholder of RRJ Capital, (B) a limited partner in RRJ Master through a special purpose vehicle, (C) a director (one of two directors, the other director of Senja being Kim Young So) of Senja, and (D) the sole director and sole shareholder of Hampton. Mr. Ong disclaims beneficial ownership of any shares owned directly or indirectly by Senja, except to the extent of his pecuniary interest therein. As such, the shares attributed to Mr. Ong represent a sum of the shares beneficially owned by Senja and Hampton.