SEC Form 4 · accession 0000899243-18-004318
Quintana Energy Services Inc. · QES
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stockF1 | Feb 13, 2018 | D | 1,000 | — | D | 0 | I | By QES Holdco LLC |
| Common stockF2,F3 | Feb 13, 2018 | A | 11,825 | — | A | 11,825 | D | |
| Common stockF3 | Feb 13, 2018 | P | 100,000 | $10.00 | A | 111,825 | D | |
| Common stockF2,F4,F5 | Feb 13, 2018 | A | 5,345,505 | — | A | 5,345,505 | I | See footnotes |
| Common stockF2,F4,F6 | Feb 13, 2018 | A | 795,018 | — | A | 795,018 | I | See footnotes |
| Common stockF2,F4,F7 | Feb 13, 2018 | A | 319,001 | — | A | 319,001 | I | See footnotes |
| Common stockF2,F8 | Feb 13, 2018 | A | 2,886,041 | — | A | 2,886,041 | I | See footnote |
| Common stockF9 | Feb 13, 2018 | P | 100,000 | $10.00 | A | 100,000 | I | See footnote |
Table II — derivative securities
Explanation of responses
- F1QES Holdco LLC was a holding company created to facilitate the transactions contemplated by the Master Reorganization Agreement dated February 9, 2018, by and among Quintana Energy Services Inc. and the other parties thereto, which closed on February 13, 2018 (the "Reorganization Agreement"). Pursuant to the transactions contemplated by the Reorganization Agreement, in a transaction exempt under Section 16b-7, these shares of common stock were returned to the Issuer and cancelled. As a result, QES Holdco LLC is no longer subject to Section 16.
- F2The reporting person acquired these securities upon the closing of the transactions contemplated by the Reorganization Agreement.
- F3These shares are directly held by Corbin J. Robertson, Jr.
- F4Quintana Energy Partners-QES Holdings, L.L.C. is controlled by Quintana Energy Partners, L.P. The general partner of Quintana Energy Partners, L.P., Quintana Energy Fund-FI, LP and Quintana Energy Fund-TE, LP is Quintana Capital Group, L.P. The sole general partner of Quintana Capital Group, L.P. is Quintana Capital Group GP Ltd. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of Quintana Capital Group GP Ltd.
- F5These shares are directly held by Quintana Energy Partners-QES Holdings, L.L.C.
- F6These shares are directly held by Quintana Energy Fund-FI, LP.
- F7These shares are directly held by Quintana Energy Fund-TE, LP.
- F8These shares are directly held by Robertson QES Investment LLC. The sole manager of Robertson QES Investment LLC is Corbin J. Robertson, Jr.
- F9These shares are directly held by QEP Management Co., L.P. The general partner of QEP Management Co., L.P. is is QEP Management Co. GP, LLC. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of QEP Management Co. GP, LLC.
Remarks
Member of 10% stockholder group Each reporting person disclaims beneficial ownership of all the shares reported in this Form 4 except to the extent of such reporting person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Corbin J. Robertson, Jr. serves on the board of directors of the Issuer as a representative of the reporting persons. As a result, such reporting persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act.