SEC Form 4 · accession 0001144204-18-059928
U.S. WELL SERVICES, INC. · USWS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Nov 9, 2018
Accepted (ET)
Nov 14, 2018 · 4:04 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 | Nov 9, 2018 | C | 5,150,000 | $0.00 | A | 5,150,000 | D | |
| Class A Common Stock | Nov 9, 2018 | P | 66,502 | $10.15 | A | 5,216,502 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2 | $5.75 | Nov 9, 2018 | J | 6,782,258 | D | Dec 9, 2018 | Nov 9, 2023 | Class A Common Stock | 3,391,129 | 7,717,742 | D |
| Warrants | $5.75 | Nov 9, 2018 | P | 532,258 | A | Dec 9, 2018 | Nov 9, 2023 | Class A Common Stock | 266,129 | 8,250,000 | D |
| Class F Common StockF3 | — | Nov 9, 2018 | J | 2,975,000 | D | — | — | Class A Common Stock | 2,975,000 | 5,150,000 | D |
| Class F Common StockF1 | — | Nov 9, 2018 | C | 5,150,000 | D | — | — | Class A Common Stock | 5,150,000 | 0 | D |
Explanation of responses
- F1Prior to the transactions reported herein, the Class F Common Stock ("Class F Common Stock") of U.S. Well Services, Inc. (f/k/a Matlin & Partners Acquisition Corporation) (the "Issuer") was held of record by Matlin & Partners Acquisition Sponsor LLC ("Sponsor"). In connection with the closing of the initial business combination of the Issuer (the "Initial Business Combination"), each share of Class F Common Stock automatically converted into Class A Common Stock ("Class A Common Stock") of the Issuer on a 1-to-1 basis (the "Conversion").
- F2Pursuant to that certain subscription agreement entered into by and among Sponsor with several parties named therein, Sponsor transferred to Crestview (as defined therein) 6,782,258 warrants of the Issuer in connection with Crestview purchasing a certain number of shares of Class A Common Stock and providing a backstop in connection with the Initial Business Combination.
- F3Prior to the Conversion and pursuant to that certain sponsor agreement, as amended, Sponsor surrendered 2,975,000 shares of Class F Common Stock to the Issuer to be cancelled.