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*
(Street)
| 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)
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3. Date of Earliest Transaction (Month/Day/Year) 04/29/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||||||||||||||
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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 | ||||||||
Convertible Senior Secured (Third Lien) PIK Note | $7 | 04/29/2022 | S | 21,454,672.2 | 09/13/2021 | 06/05/2026 | Class A Common Stock | 3,064,953(2) | $21,523,327.2(3) | 0 | I | See Footnote(1) | |||
Convertible Senior Secured (Third Lien) PIK Note | $4.38 | 04/29/2022 | S | 21,454,672.2 | 09/13/2021 | 06/05/2026 | Class A Common Stock | 4,903,925(4) | $21,523,327.2(3) | 0 | I | See Footnote(1) | |||
Series A Redeemable Convertible Preferred Stock | $23.345 | 04/29/2022 | S | 5,198 | 05/24/2020 | (5) | Class A Common Stock | 317,004 | $1,245.66(3) | 0 | I | See Footnote(1) | |||
Warrants for Class A Common Stock (Right to Buy) | $26.81 | 04/29/2022 | S | 2,666,669 | 11/24/2019 | 05/24/2025 | Class A Common Stock | 761,905 | $0.00 | 0 | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities were held directly by AG Energy Funding, LLC ("AG Energy Funding") for which Angelo, Gordon & Co, L.P. ("Angelo Gordon") is the manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Schwartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
2. AG Energy Funding may have converted the convertible note during its term into a number of shares of Class A Common Stock of U.S. Well Services, Inc. (the "Common Stock") equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $7, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note was not able to be converted unless the Issuer filed a listing application with the Nasdaq Capital Market and that application had been approved. The convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or certain other Nasdaq rules. |
3. The price includes the payment for partially accrued in-kind interest or dividends. |
4. AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of Common Stock equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $4.38, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or shareholder approval limitations. |
5. The Series A Redeemable Convertible Preferred Stock has no expiration date. |
Remarks: |
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P. | 05/02/2022 | |
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Manager of AG Funding, LLC | 05/02/2022 | |
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC | 05/02/2022 | |
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten | 05/02/2022 | |
/s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz | 05/02/2022 | |
** 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 Number. |