SEC Form 4 · accession 0001104659-18-033891
Select Water Solutions, Inc. · WTTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Skarke
Officer — EVP, Water Solutions
Period of report
May 14, 2018
Accepted (ET)
May 16, 2018 · 6:37 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 Stock | May 14, 2018 | M | 28,063 | $0.00 | A | 40,706 | D | |
| Class B Common StockF2,F3 | May 14, 2018 | M | 28,063 | $0.00 | D | 0 | I | By SES Legacy Holdings, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| SES Holdings LLC UnitsF4,F3 | — | May 14, 2018 | M | 28,063 | D | — | — | Class A Common Stock | 28,063 | 0 | I |
Explanation of responses
- F1Reflects the distribution from SES Legacy Holdings, LLC, to the Reporting Person, of 28,063 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 28,063 shares of Class B common stock of the Issuer and the exchange of such SES Holdings LLC Units and Class B common stock for an equal number of shares of Class A common stock of the Issuer.
- F2Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
- F3Represents 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held directly by SES Legacy Holdings, LLC for which the Reporting Person may be deemed to be the beneficial owner. The Reporting Person generally has the right to acquire beneficial ownership of such 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held by SES Legacy Holdings, LLC at his election pursuant to the SES Legacy Holdings, LLC limited liability company agreement.
- F4Subject to the terms of the limited liability company agreement of SES Holdings, LLC among SES Legacy Holdings, LLC and the other members thereof, the SES Holdings LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of SES Holdings, LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right.