SEC Form 4 · accession 0000899243-18-001518
Liberty Energy Inc. · LBRT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Riverstone/Carlyle Energy Partners IV, L.P.
Director · 10% Owner
R/C Energy GP IV, LLC
Director · 10% Owner
R/C Energy IV Direct Partnership, L.P.
Director · 10% Owner
R/C IV Liberty Holdings, L.P.
Director · 10% Owner
Period of report
Jan 17, 2018
Accepted (ET)
Jan 19, 2018 · 4:22 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001694028
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 | Jan 17, 2018 | A | 79,317 | — | A | 79,317 | D | |
| Class A Common StockF1,F2,F3,F4 | Jan 17, 2018 | A | 4,379,762 | — | A | 4,379,762 | I | See Footnotes |
| Class A Common StockF1,F2,F3,F5 | Jan 17, 2018 | A | 15,560,022 | — | A | 15,560,022 | I | See Footnotes |
| Class B Common StockF1,F2,F3 | Jan 17, 2018 | A | 569,696 | — | A | 569,696 | D | |
| Class B Common StockF1,F2,F3,F4 | Jan 17, 2018 | A | 31,457,724 | — | A | 31,457,724 | I | See Footnotes |
| Class A Common StockF6,F7,F2,F3 | Jan 17, 2018 | D | 812 | $16.065 | D | 78,505 | D | |
| Class A Common StockF6,F7,F2,F3,F4 | Jan 17, 2018 | D | 44,825 | $16.065 | D | 4,334,937 | I | See Footnotes |
| Class A Common StockF6,F7,F2,F3,F5 | Jan 17, 2018 | S | 300,541 | $16.065 | D | 15,259,481 | I | See Footnotes |
| Class B Common StockF8,F2,F3 | Jan 17, 2018 | D | 11,724 | — | D | 557,972 | D | |
| Class B Common StockF8,F2,F3,F4 | Jan 17, 2018 | D | 647,374 | — | D | 30,810,350 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitsF9,F10,F2,F3,F11 | — | Jan 17, 2018 | A | 569,696 | A | — | — | Class A Common Stock | 569,696 | 569,696 | D |
| UnitsF10,F2,F3,F12,F11 | — | Jan 17, 2018 | A | 31,457,724 | A | — | — | Class A Common Stock | 31,457,724 | 31,457,724 | I |
| UnitsF10,F2,F3,F11 | — | Jan 17, 2018 | D | 11,724 | A | — | — | Class A Common Stock | 11,724 | 557,972 | D |
| UnitsF10,F2,F3,F12,F11 | — | Jan 17, 2018 | D | 647,374 | A | — | — | Class A Common Stock | 647,374 | 30,810,350 | I |
Explanation of responses
- F1Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated January 11, 2018, by and among Liberty Oilfield Services Inc. (the "Issuer"), such reporting person and the other parties thereto, based on the 5-day volume weighted average price of Class A Common Stock of at least $20 per share.
- F10The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date.
- F11Such reporting person holds a number of shares of Class B Common Stock of the Issuer equal to the number of Units held by such reporting person.
- F12Units held directly by R/C IV Liberty.
- F2By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein.
- F3(Continued from footnote 2) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
- F4Shares held directly by R/C IV Liberty.
- F5Shares held directly by R/C Direct.
- F6Represents securities sold in connection with the exercise of the underwriters' over-allotment option in connection with the initial public offering of shares of Class A Common Stock of the Issuer.
- F7Represents the price to the public less underwriting discounts and commissions.
- F8Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.
- F9"Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.
Remarks
Each of Ken Babcock, N. John Lancaster, Jr., Jesal Shah and Brett Staffieri serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act.