SEC Form 3 · accession 0000950103-17-003691
Select Water Solutions, Inc. · WTTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Adam J Klein
Director
Crestview Partners II GP, L.P.
Director · 10% Owner
Crestview Advisors, L.L.C.
Director · 10% Owner
Robert V. Delaney Jr.
Director
Crestview Partners II SES Investment B, LLC
Director · 10% Owner
Crestview Partners II SES Investment, LLC
Director · 10% Owner
Period of report
Apr 20, 2017
Accepted (ET)
Apr 20, 2017 · 9:27 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001693256
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4,F6,F7,F8 | holding | — | — | — | 3,802,972 | I | See Footnotes | |
| Class B Common StockF2,F5,F6,F7,F8,F9 | holding | — | — | — | 16,221,101 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common LLC UnitsF3,F9,F5,F6,F7,F8 | — | holding | — | — | — | — | — | Class A Common Stock | 16,221,101 | — | I |
Explanation of responses
- F1Represents shares of Class A Common Stock of the Issuer ("Class A Shares") directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B").
- F2Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES") though SES Legacy Holdings, LLC ("Legacy Holdings").
- F3Represents Common LLC Units ("Units") of SES Holdings, LLC ("SES Holdings"), a subsidiary of the Issuer, indirectly owned by Crestview II SES through Legacy Holdings. The Units are redeemable by Legacy Holdings at any time in exchange for newly-issued Class A Shares on a one-for-one basis (subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions) (or, at the election of SES Holdings or the Issuer, cash in an amount equal to the Cash Election Value of such Class A Shares (as defined in the SES Holdings LLC Agreement to be the trailing 10-day VWAP of the Class A Shares).
- F4Each of Crestview GP, Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly beneficially owned by Crestview II SES B.
- F5Each of Crestview GP, Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE), L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Units indirectly beneficially owned by Crestview II SES.
- F6Crestview GP is the general partner of (i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P. (which is the general partner of Crestview Holdings II (TE), L.P.) and Crestview Partners II (FF), L.P., each of which are direct or indirect members of Crestview II SES and (ii) Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a direct member of Crestview II SES B. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
- F7Robert V. Delaney, Jr. and Adam J. Klein are each members of the Issuer's board of directors. Mr. Delaney, Jr. is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. Mr. Klein is a partner of each of Crestview, L.L.C. and Crestview Advisors, L.L.C.
- F8Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
- F9Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.