Forbes Energy Services (FLSS) Form 4 Change in insider ownership

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^*

Solace Capital Partners, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, SUITE 1275

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Forbes Energy Services Ltd. [ FLSS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2019

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

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
Subscription Rights (right to buy)(1)	(1)	02/28/2019		X			94,726	02/13/2019	02/28/2019	5.00% subordinated convertible PIK notes due 2020	$9,472,600	$0	0	I	See footnote(4)
5.00% subordinated convertible PIK notes due 2020(1)	(3)	02/28/2019		X		$9,472,600		(3)	06/30/2020	Common Stock	(3)	$9,472,600	$9,472,600	I	See footnote(4)
5.00% subordinated convertible PIK notes due 2020(2)	(3)	02/28/2019		P		$10,799,500		(3)	06/30/2020	Common Stock	(3)	$10,799,500	$20,272,100	I	See footnote(4)

1. Name and Address of Reporting Person^*

Solace Capital Partners, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, SUITE 1275

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solace General Partner, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, SUITE 1275

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solace Capital Special Situations Fund, L.P.

(Last) (First) (Middle)

11111 SANTA MONICA BOULEVARD

SUITE 1275

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Solace Forbes Holdings, LLC

(Last) (First) (Middle)

11111 SANTA MONICA BLVD, SUITE 1275

(Street)

LOS ANGELES CA 90025

(City) (State) (Zip)

Explanation of Responses:

1. Represents the Reporting Persons' exercise of subscription rights in the Issuer's pro-rata subscription rights offering to holders of the Issuer's Common Stock, as described in the Issuer's prospectus dated February 13, 2019 (the "Rights Offering"). Each Common Stock holder of record as of January 22, 2019 received one right for each ten shares of Common Stock. Each right entitled the holder to purchase $100 principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") at a purchase price of 100% of the principal amount thereof. No fractional Notes were issued pursuant to the Rights Offering and exercises of rights were rounded down to the nearest whole increment of $100.

2. Represents the Reporting Persons' acquisition of additional Notes in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to Issuer's current report on Form 8-K filed with the SEC on November 23, 2018.

3. Upon the earliest to occur of: (i) a Marketed Public Offering (as such term is defined in the Issuer's prospectus dated February 13, 2019), (ii) a Change of Control (as such term is defined in the Issuer's prospectus dated February 13, 2019) and (iii) June 30, 2020 (or such earlier date as the Issuer elects to redeem the Notes), the Notes mandatorily convert at a conversion rate per $100 principal amount of Notes into a number of shares of the Issuer's Common Stock calculated based on the Fair Market Value (as such term is defined in the Issuer's prospectus dated February 13, 2019) of a share of the Issuer's Common Stock at such time, in each case less a 15% discount per share.

4. Solace Capital Partners, L.P. ("Solace Capital") is the investment manager of, and Solace General Partner, LLC ("Solace GP") is the general partner of, Solace Capital Special Situations Fund, L.P. which is the 100% owner of Solace Forbes Holdings, LLC, which directly holds the Common Stock reported herein. Each of Solace Capital and Solace GP disclaims beneficial ownership of the shares of Common Stock reported herein, except to the extent of its pecuniary interest, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	Solace Capital Partners, L.P., By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer	03/04/2019
	Solace General Partner LLC, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer	03/04/2019
	Solace Capital Special Situations Fund, L.P., By: Solace Capital Partners, L.P., its investment manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer	03/04/2019
	Solace Forbes Holdings LLC, By Solace Capital Partners, L.P., its Manager, By: Xavier Corzo, Principal, Chief Financial Officer & Chief Compliance Officer	03/04/2019
	** Signature of Reporting Person	Date
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