Statement of Changes in Beneficial Ownership (4)
November 03 2022 - 6:36PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Crestview Partners III GP, L.P. |
2. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES HOLDINGS, LLC
[
USWS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O CRESTVIEW PARTNERS, 590 MADISON AVENUE, 42ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/1/2022 |
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(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A common stock | 11/1/2022 | | M | | 5734565 (1) | A | (1) | 9033967 | I | See footnote (7) |
| Class A common stock | 11/1/2022 | | M | | 6448444 (2) | A | (2) | 15482411 | I | See footnote (7) |
| Class A common stock | 11/1/2022 | | D | | 15482411 (3) | D | (3) | 0 | I | See footnote (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Series A Redeemable Convertible Preferred Stock | (1) | 11/1/2022 | | M | | | 5734565 (1) | (1) | (1) | Class A Common Stock | 5734565 | (1) | 0 | I | See footnote (7) |
| 16.0% Convertible Senior Secured PIK Note | (2) | 11/1/2022 | | M | | | 6448444 (2) | (2) | (2) | Class A Common Stock | 6448444 | (2) | 0 | I | See footnote (7) |
| Warrants (Right to Buy) | $241.50 | 11/1/2022 | | D | | | 172620 | (4) | (4) | Class A Common Stock | 172620 | (4) | 0 | I | See footnote (7) |
| Warrants (Right to Buy) | $160.86 | 11/1/2022 | | D | | | 118519 | (5) | (5) | Class A Common Stock | 118519 | (5) | 0 | I | See footnote (7) |
| Warrants (Right to Buy) | $1.10 | 11/1/2022 | | D | | | 6976744 | (6) | (6) | Class A Common Stock | 6976744 | (6) | 0 | I | See footnote (7) |
| Explanation of Responses: |
| (1) | Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (collectively, the "Crestview Entities") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($6,996,169) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, Profrac Holding Corp and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement"). |
| (2) | Reflects the conversion of 16.0% Convertible Senior Secured PIK Note of the Issuer held by the Crestview Entities into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 $47,202,596, and (ii) $7.32 pursuant to the Merger Agreement. |
| (3) | Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by the Crestview Entities into 0.3366 shares of Class A Common Stock of Profrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. |
| (4) | Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $717.47 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. |
| (5) | Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. |
| (6) | Reflects the disposition of warrants of the Issuer held by the Crestview Entities to Profrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. |
| (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 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Crestview Partners III GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022 | X | X |
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Crestview III USWS TE, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022 | X | X |
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Crestview III USWS, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022 | X | X |
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Klein Adam J
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY 10022 | X |
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Signatures
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| By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel | | 11/3/2022 |
| **Signature of Reporting Person | Date |
| By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel | | 11/3/2022 |
| **Signature of Reporting Person | Date |
| By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel | | 11/3/2022 |
| **Signature of Reporting Person | Date |
| By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact | | 11/3/2022 |
| **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). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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