Justin Jacobs Form 3 NATURAL GAS SERVICES / Justin Jacobs 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^*

Jacobs Justin

(Last) (First) (Middle)

334 PEMBERWICK ROAD, SECOND FLOOR

(Street)

GREENWICH CT 06831

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2023

3. Issuer Name and Ticker or Trading Symbol
NATURAL GAS SERVICES GROUP INC [ NGS ]

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

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	912,408	I	See Footnote(1)

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
Put option (obligation to buy)	11/29/2022	07/21/2023	Common Stock	9,100	15	I	See Footnote(2)

Explanation of Responses:

1. The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). Mr. Jacobs is a management committee director of Mill Road Capital III GP LLC (the "GP"), which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

2. The securities reported are directly held by the Fund. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

Remarks:

	/s/ Justin C. Jacobs	05/08/2023
	** 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 5 (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.