Wexford Capital Form 4 Mammoth Energy Services / JOSEPH JACOBS ownership change

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^*

MEH SUB LLC

(Last) (First) (Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Mammoth Energy Services, Inc. [ TUSK ]

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)
06/08/2017

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
Restricted Stock Units(1)								6,667(1)	I	See Footnote(1)
Common Stock, par value $0.01	06/08/2017		A		4,565,416(2)	A	(2)	25,009,319	D(3)(4)

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

1. Name and Address of Reporting Person^*

MEH SUB LLC

(Last) (First) (Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WEXFORD CAPITAL LP

(Last) (First) (Middle)

411 WEST PUTNAM AVENUE

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wexford GP LLC

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DAVIDSON CHARLES E

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVE.

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

JACOBS JOSEPH

(Last) (First) (Middle)

C/O WEXFORD CAPITAL LP

411 WEST PUTNAM AVENUE, SUITE 125

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. Marc McCarthy ("McCarthy"), a director of Mammoth Energy Services, Inc. (the "Issuer") and an employee of Wexford Capital LP ("Wexford") was granted 6,667 restricted stock units ("RSU's") under the Issuer's 2016 Equity Incentive Plan (the "Plan"), subject to the terms and conditions set forth in the Plan. 2,223 RSU's vested on the Closing Date of the IPO, and the remaining 4,444 RSU's will vest in two equal annual installments beginning on October 19, 2017. Each RSU represents a contingent right to receive one share of common stock of the Issuer. McCarthy reported the acquisition of the RSU's on a Form 4 filed on October 21, 2016 and indicated that these RSU's were assigned to Wexford under the terms of his employment with Wexford. The Reporting Persons are directors by deputization because McCarthy serves as a director of the issuer.

2. The shares of common stock reported herein were issued to MEH Sub LLC ("MEH SUB") in exchange for MEH SUB's contribution of its membership interest in each of (1) Sturgeon Acquisitions LLC, a Delaware limited liability company; (2) Stingray Energy Services LLC, a Delaware limited liability company; and (3) Stingray Cementing LLC, a Delaware limited liability company. The issuance of the shares of common stock reported herein was approved by the board of directors of the Issuer in advance.

3. The shares of common stock reported herein are held by MEH SUB. The shares of common stock previously reported as being held by Mammoth Energy Holding LLC were transferred to MEH SUB in an internal reorganization. This form is jointly filed by MEH SUB, Wexford, Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). Wexford serves as manager to MEH SUB and as such may be deemed to share beneficial ownership of the common stock held by MEH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (4) below).

4. (*continued from Footnote (3) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the common stock held by MEH SUB, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any common stock held by MEH SUB for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their respective pecuniary interest therein.

	Arthur Amron, Vice President and Assistant Secretary of Wexford GP LLC, the general partner of Wexford Capital LP	06/22/2017
	Arthur Amron, Vice President and Assistant Secretary of Wexford GP LLC	06/22/2017
	Charles E. Davidson	06/22/2017
	Joseph M. Jacobs	06/22/2017
	Arthur Amron, Vice President and Assistant Secretary of MEH SUB LLC	06/22/2017
	** Signature of Reporting Person	Date
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