Joshua Baumgarten Form 3 U.S. WELL SERVICES / ADAM R SCHWARTZ ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

ANGELO GORDON & CO., L.P.

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/13/2021

3. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES, INC. [ USWS ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Redeemable Convertible Preferred Stock	05/24/2020	(1)	Class A Common Stock	1,000,416	6.67	I	See Footnote(2)
Convertible Senior Secured (Third Lien) PIK Note	09/13/2021	06/05/2026	Class A Common Stock	9,500,000	(3)	I	See Footnote(2)
Convertible Senior Secured (Third Lien) PIK Note	09/13/2021	06/05/2026	Class A Common Stock	15,200,000	1.25(4)	I	See Footnote(2)
Warrants for Class A Common Stock (Right to Buy)	11/24/2019	05/24/2025	Class A Common Stock	1,955,557	7.66	I	See Footnote(2)

1. Name and Address of Reporting Person^*

ANGELO GORDON & CO., L.P.

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AG Energy Funding, LLC

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

AG PARTNERS LLC

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Baumgarten Joshua

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ ADAM R

(Last) (First) (Middle)

C/O ANGELO, GORDON & CO., L.P.

245 PARK AVENUE, 26TH FLOOR

(Street)

NEW YORK NY 10167

(City) (State) (Zip)

Explanation of Responses:

1. The Series A Redeemable Convertible Preferred Stock has no expiration date.

2. These securities are 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. Scwhartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. AG Energy Funding may convert 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 $2, 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. Such application was approved on September 13, 2021. In addition, 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.

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 $1.25, 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.

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.	09/21/2021
	/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	09/21/2021
	/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC	09/21/2021
	/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten	09/21/2021
	/s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz	09/21/2021
	** Signature of Reporting Person	Date
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