| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2018 | 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)
| 5. 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 Beneficially Owned | |||
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| 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) |
| Class A Common Stock | 20,250,000(1) | I | See Footnotes(1)(2)(3)(4) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Warrants (right to buy) | 12/09/2018 | 11/09/2023 | Class A Common Stock | 3,625,000(5) | (5) | I | See Footnotes(2)(3)(4)(5) |
| Phantom Stock | (6) | (6) | Class A Common Stock | 125,000(6) | (6) | I | See Footnotes(2)(3)(4)(6) |
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. Represents shares of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock") held by Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities") that were acquired by the Crestview Entities on November 9, 2018 pursuant to the Subscription Agreement (the "Subscription Agreement"), dated July 13, 2018, by and among the Crestview Entities, Matlin & Partners Acquisition Corporation ("MPAC"), Matlin & Partners Acquisition Sponsor LLC ("Sponsor") and certain other parties thereto and filed as Exhibit 10.2 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 16, 2018. |
| 2. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities, which such decisions are made by the investment committee of Crestview Partners III GP, L.P. |
| 3. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| 4. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview Entities). |
| 5. Pursuant to the Subscription Agreement, the Crestview Entities acquired 7,250,000 private placement warrants, with each warrant exercisable for one-half of one share of Class A Common Stock at an exercise price of $5.75 per half share, or $11.50 per whole share. |
| 6. Pursuant to the Side Letter (the "Side Letter"), dated as of November 9, 2018, by and between the Crestview Entities, MPAC and Sponsor and filed as Exhibit 5 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on November 19, 2018, upon the satisfaction of the Vesting Conditions (as defined in the Side Letter), the Crestview Entities will receive 125,000 shares of Class A Common Stock in accordance with the terms of the Side Letter. |
| Remarks: |
| Exhibit 24 - Power of Attorney\Exhibit 99 - Joint Filer Information |
| By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel | 11/19/2018 | |
| By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel | 11/19/2018 | |
| By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel | 11/19/2018 | |
| By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact | 11/19/2018 | |
| ** 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. | ||
