SEC Form 3 · accession 0000950103-18-013537
U.S. WELL SERVICES, INC. · USWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adam J Klein
Director
Crestview Partners III GP, L.P.
Director · 10% Owner
Crestview III USWS, L.P.
Director · 10% Owner
Crestview III USWS TE, LLC
Director · 10% Owner
Period of report
Nov 9, 2018
Accepted (ET)
Nov 19, 2018 · 4:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001670349
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | holding | — | — | — | 20,250,000 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants (right to buy)F2,F3,F4,F5 | — | holding | — | — | — | Dec 9, 2018 | Nov 9, 2023 | Class A Common Stock | 3,625,000 | — | I |
| Phantom StockF2,F3,F4,F6 | — | holding | — | — | — | — | — | Class A Common Stock | 125,000 | — | I |
Explanation of responses
- F1Represents shares of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") held by Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities") that were acquired by the Crestview Entities on November 9, 2018 pursuant to the Subscription Agreement (the "Subscription Agreement"), dated July 13, 2018, by and among the Crestview Entities, Matlin & Partners Acquisition Corporation ("MPAC"), Matlin & Partners Acquisition Sponsor LLC ("Sponsor") and certain other parties thereto and filed as Exhibit 10.2 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 16, 2018.
- F2Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities, which such decisions are made by the investment committee of Crestview Partners III GP, L.P.
- F3Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F4Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview Entities).
- F5Pursuant to the Subscription Agreement, the Crestview Entities acquired 7,250,000 private placement warrants, with each warrant exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, or $11.50 per whole share.
- F6Pursuant to the Side Letter (the "Side Letter"), dated as of November 9, 2018, by and between the Crestview Entities, MPAC and Sponsor and filed as Exhibit 5 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 19, 2018, upon the satisfaction of the Vesting Conditions (as defined in the Side Letter), the Crestview Entities will receive 125,000 shares of Class A Common Stock in accordance with the terms of the Side Letter.
Remarks
Exhibit 24 - Power of Attorney\Exhibit 99 - Joint Filer Information