SEC Form 4 · accession 0001704235-19-000026
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 stockF2 | Feb 9, 2019 | M | 11,429 | — | A | 123,254 | D | |
| Common stockF3,F4,F5 | Feb 13, 2018 | A | 0 | — | A | 5,345,505 | I | See footnotes |
| Common stockF3,F5,F6 | Feb 13, 2018 | A | 0 | — | A | 795,018 | I | See footnotes |
| Common stockF3,F5,F7 | Feb 13, 2018 | A | 0 | — | A | 319,001 | I | See footnotes |
| Common stockF3,F8 | Feb 13, 2018 | A | 0 | — | A | 2,886,041 | I | See footnote |
| Common stockF9 | Feb 13, 2018 | P | 0 | $10.00 | A | 100,000 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F10 | — | Feb 9, 2019 | M | 11,429 | D | — | — | Common stock | 11,429 | 0 | D |
Explanation of responses
- F1Represents the conversion upon vesting of certain restricted stock units into common stock of the Company. On April 18, 2018, the reporting person was granted 11,429 restricted stock units, of which all of the shares subject to the restricted stock units immediately vested on February 8, 2019 in accordance with the Company's 2018 Long Term Incentive Plan. Such restricted stock units were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on April 20, 2018.
- F10The restricted stock unit award was granted on April 18, 2018 and vested in full on February 9, 2019 pursuant to the Company's 2018 Long Term Incentive Plan.
- F2Each restricted stock unit represents the right to receive, upon vesting, one share of Company common stock.
- F3The reporting person acquired these securities upon the closing of 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.
- F4These shares are directly held by Quintana Energy Partners-QES Holdings, L.L.C.
- F5Quintana 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.
- 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.