| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Eco-Stim Energy Solutions, Inc. [ ESES ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/03/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 03/03/2017 | J(1) | 2,030,436 | D | $0.99 | 0 | I | See footnote(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Convertible Notes | $6 | 03/03/2017 | J(1)(2) | $22,000,000 | 10/28/2014 | 05/28/2018 | 5/28/18 | 3,666,666 | $22,000,000 | 0 | I | See footnote(1)(2) | |||
| Explanation of Responses: |
| 1. On March 3, 2017, ACM Emerging Markets Master Fund I, L.P. (the "Fund") sold 2,030,436 shares of common stock of Eco-Stim Energy Solutions, Inc. (the "Issuer") for an aggregate purchase price of $2,038,045.25 and $22,000,000 aggregate principal amount of convertible secured notes of the Issuer for an aggregate purchase price of $24,354,301.37 in a private transaction with an unaffiliated third party. Albright Capital Management, LLC (the "GP") is the general partner of the Fund, and may be deemed to beneficially own the securities reported herein to the extent of its direct or indirect interest in the Fund. Pursuant to Rule 16a-1(a)(4) under the Securities Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that the GP is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities in excess of its pecuniary interests, if any. |
| 2. Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: The Reporting Person is a managing director of the GP and accordingly may have an indirect pecuniary interest in the securities of the Issuer beneficially owned by the Fund. Such indirect pecuniary interest cannot be calculated through a proportionate allocation of securities of the Issuer. Therefore, the entire amount of the Fund's interest is being reported. The Reporting Person disclaims beneficial ownership of the securities of the Issuer held by the Fund, except to the extent of his pecuniary interest therein. |
| /s/ Ahmad Al-Sati | 03/07/2017 | |
| ** 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 4 (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. | ||
