SEC Form 4 · accession 0001140361-17-025875

MAMMOTH ENERGY SERVICES, INC. · TUSK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Marc McCarthy ("McCarthy"), a director of Mammoth Energy Services, Inc. (the "Issuer") and an employee of Wexford Capital LP ("Wexford") was granted 6,667 restricted stock units ("RSU's") under the Issuer's 2016 Equity Incentive Plan (the "Plan"), subject to the terms and conditions set forth in the Plan. 2,223 RSU's vested on the Closing Date of the IPO, and the remaining 4,444 RSU's will vest in two equal annual installments beginning on October 19, 2017. Each RSU represents a contingent right to receive one share of common stock of the Issuer. McCarthy reported the acquisition of the RSU's on a Form 4 filed on October 21, 2016 and indicated that these RSU's were assigned to Wexford under the terms of his employment with Wexford. The Reporting Persons are directors by deputization because McCarthy serves as a director of the issuer.
• F2The shares of common stock reported herein were issued to MEH Sub LLC ("MEH SUB") in exchange for MEH SUB's contribution of its membership interest in each of (1) Sturgeon Acquisitions LLC, a Delaware limited liability company; (2) Stingray Energy Services LLC, a Delaware limited liability company; and (3) Stingray Cementing LLC, a Delaware limited liability company. The issuance of the shares of common stock reported herein was approved by the board of directors of the Issuer in advance.
• F3The shares of common stock reported herein are held by MEH SUB. The shares of common stock previously reported as being held by Mammoth Energy Holding LLC were transferred to MEH SUB in an internal reorganization. This form is jointly filed by MEH SUB, Wexford, Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). Wexford serves as manager to MEH SUB and as such may be deemed to share beneficial ownership of the common stock held by MEH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (4) below).
• F4(*continued from Footnote (3) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the common stock held by MEH SUB, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any common stock held by MEH SUB for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their respective pecuniary interest therein.