Klein Adam J Form 4 U.S. WELL SERVICES / Adam J Klein 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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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^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2019

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
Class A Common Stock	07/03/2019		C		125,000(1)	A	$0	20,375,000	I	See Footnotes(2)(3)(4)(5)

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
Phantom Stock	(1)	07/03/2019		C			125,000	(1)	(1)	Class A Common Stock	125,000	(1)	0	I	See Footnotes(2)(3)(4)(5)

1. Name and Address of Reporting Person^*

Crestview Partners III GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview III USWS TE, LLC

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview III USWS, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Klein Adam J

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Reflects the conversion of Phantom Stock into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), in accordance with the terms of the Side Letter, dated as of November 9, 2018 (as amended, the "Side Letter"), by and between the 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"), Matlin & Partners Acquisition Corporation ("MPAC") and Matlin & Partners Acquisition Sponsor LLC ("Sponsor"). The shares of Class A Common Stock remain subject to the Vesting Conditions described in the Side Letter.

2. Includes shares of Class A Common Stock held by the Crestview Entities that were acquired on November 9, 2018 pursuant to the Subscription Agreement (the "Subscription Agreement"), dated July 13, 2018, by and among the Crestview Entities, MPAC, the Sponsor and certain other parties thereto.

3. 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.

4. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

5. 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).

	By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel	07/08/2019
	By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel	07/08/2019
	By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel	07/08/2019
	By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact	07/08/2019
	** Signature of Reporting Person	Date
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