SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Crestview Partners III GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES, INC. [ USWS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy)(1) (2) 06/30/2020 A 177,778 (3) (3) Class A Common Stock (4)(5) (1) 1,422,222(6) I See footnote(7)
1. Name and Address of Reporting Person*
Crestview Partners III GP, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview III USWS TE, LLC

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Crestview III USWS, L.P.

(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Klein Adam J

(Last) (First) (Middle)
C/O CRESTVIEW ADVISORS
590 MADISON AVENUE, 42ND FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the issuance, in the aggregate, of 177,778 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities") on June 30, 2020 in accordance with that certain Purchase Agreement dated as of May 23, 2019 (the "Series A Purchase Agreement") and pursuant to the Warrant Agreement contemplated by the Series A Purchase Agreement (the "Warrant Agreement").
2. Pursuant to the Warrant Agreement, the exercise price of the Warrants is $7.66, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement.
3. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Crestview Entities at any time prior to expiration in accordance with the terms of the Warrant Agreement. All of the Warrants expire on November 25, 2025.
4. Upon exercise by the Crestview Entities, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise.
5. As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will (i) the 177,778 Warrants issued to the Crestview Entities on June 30, 2020 be exercisable for more than 177,778 shares of Class A Common Stock and (ii) the 1,244,444 Warrants previously issued to the Crestview Entities be issuable for more than 1,244,444 shares of Class A Common Stock, in each case subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the Warrant Agreement.
6. Reflects (i) 1,066,666 Warrants issued to the Crestview Entities on May 24, 2019 and (ii) 177,778 additional Warrants issued to the Crestview Entities on each of March 31, 2020 and June 30, 2020, in each case in accordance with the Series A Purchase Agreement and the Warrant Agreement. Pursuant to the Series A Purchase Agreement, for so long as there are issued and outstanding shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares"), the Issuer is required to issue to the Crestview Entities 177,778 Warrants on a quarterly basis beginning on March 31, 2020 and thereafter for a total of up to nine such issuances.
7. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
Remarks:
Exhibit 99--Joint Filer Information
By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 07/02/2020
By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 07/02/2020
By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 07/02/2020
By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 07/02/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1. 

Crestview III USWS TE, LLC

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

2.

Crestview III USWS, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

3. 

Adam J. Klein

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

 

Date of Event Requiring Statement: June 30, 2020

Issuer Name and Ticker or Trading Symbol: U.S. Well Services, Inc. [USWS]

 

Crestview III USWS TE, LLC

 

 

By:

/s/ Ross A. Oliver

 
  Name: Ross A. Oliver  
  Title: General Counsel  

 

Crestview III USWS, L.P.

 

 

By:         Crestview III USWS GenPar, LLC

By:

/s/ Ross A. Oliver

 
  Name: Ross A. Oliver  
Title: General Counsel  

 

Adam J. Klein

 

 

By:

/s/ Ross A. Oliver, as Attorney-in-Fact

 
     

 

Date: July 2, 2020