Robertson Corbin J JR Form 4 Quintana Energy Services / Energy Partners - QES Holdings, L.L.C. Quintana 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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X

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^*

ROBERTSON CORBIN J JR

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc. [ "QES" ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of a 10% owner group

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2020

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
Common stock	07/28/2020		M(3)		38,462	A	(3)	253,211	D
Common stock	07/28/2020		D(1)		253,211	D	(1)(2)	0	D
Common stock	07/28/2020		D(1)		5,345,505	D	(1)(2)	0	I	See footnotes(4)(5)
Common stock	07/28/2020		D(1)		795,018	D	(1)(2)	0	I	See footnotes(4)(6)
Common stock	07/28/2020		D(1)		319,001	D	(1)(2)	0	I	See footnotes(4)(7)
Common stock	07/28/2020		D(1)		2,886,041	D	(1)(2)	0	I	See footnotes(8)
Common stock	07/28/2020		D(1)		100,000	D	(1)(2)	0	I	See footnotes(9)

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
Restricted Stock Unit	(3)	07/28/2020		M			38,462	(3)	(3)	Common Stock	38,462	(3)	0	D

1. Name and Address of Reporting Person^*

ROBERTSON CORBIN J JR

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Energy Partners - QES Holdings, L.L.C.

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Energy Fund FI L P

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Energy Fund - TE, L.P.

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Energy Partners L P

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Capital Group, L.P.

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Quintana Capital Group GP Ltd

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QEP Management Co LP

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

QEP Management Co GP LLC

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Robertson QES Investment LLC

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2400

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

Explanation of Responses:

1. On July 28, 2020, pursuant to the Agreement and Plan of Merger, dated May 3, 2020 (the "Merger Agreement"), by and among Quintana Energy Services Inc. ("QES"), KLX Energy Services Holdings, Inc. ("KLXE"), Krypton Intermediate LLC, and Kypton Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into QES (the "Merger"), with QES surviving the Merger as the wholly owned subsidiary of KLXE.

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of QES's common stock issued and outstanding immediately prior to the effective time of the Merger, was converted into, and became exchangeable for, 0.0969 shares of KLXE common stock. On July 27, 2020 (the last trading day prior to consummation of the Merger and KLXE's 1-for-5 reverse stock split), the closing price of one share of KLXE common stock was $2.00 and the closing price of one share of QES common stock was $0.93.

3. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding restricted stock unit award held by any director of the Company, became fully vested and was cancelled, and became exchangeable for 0.0969 shares of KLXE common stock.

4. Quintana 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.

5. These shares are directly held by Quintana Energy Partners-QES Holdings, L.L.C.

6. These shares are directly held by Quintana Energy Fund-TE, LP.

7. These shares are directly held by Quintana Energy Fund-FI, LP.

8. These shares are directly held by Robertson QES Investment LLC. The sole manager of Robertson QES Investment LLC is Corbin J. Robertson, Jr.

9. These shares are directly held by QEP Management Co., L.P. The general partner of QEP Management Co., L.P. 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:

	/s/ Max L. Bouthillette, attorney-in-fact for Corbin J. Robertson, Jr.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Energy Partners - QES Holdings, L.L.C.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Energy Fund - FI, LP	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Energy Fund - TE, LP	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Energy Partners, L.P.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Capital Group, L.P.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Quintana Capital Group GP Ltd.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for QEP Management Co., L.P.	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for QEP Management Co. GP, LLC	07/28/2020
	/s/ Max L. Bouthillette, attorney-in-fact for Robertson QES Investment LLC	07/28/2020
	** Signature of Reporting Person	Date
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