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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Select Energy Services, Inc. [ WTTR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/10/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 05/10/2019 | A | 26,590(1) | A | $0 | 3,829,562 | I | See Footnotes(1)(2)(4)(5)(6)(8) | ||
| Class B Common Stock | 16,221,101 | I | See Footnotes(3)(4)(5)(7)(8) | |||||||
| 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 | ||||||||
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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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 awards of 13,295 restricted shares of Class A Common Stock of the Issuer ("Class A Shares") granted to each of Robert V. Delaney, Jr. and Adam J. Klein (each, a "Crestview Director") under the Select Energy Services, Inc. 2016 Equity Incentive Plan (the "Plan"). The restricted Class A Shares are scheduled to vest on May 10, 2020, subject to the terms of the Plan and the applicable award agreement issued thereunder. Each of the Crestview Directors has assigned all rights, title and interest in the restricted Class A Shares granted to them to Crestview Advisors, L.L.C. |
| 2. Includes 3,802,972 Class A Shares directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B"). |
| 3. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES") through SES Legacy Holdings, LLC ("Legacy Holdings"). |
| 4. Crestview Partners II GP, L.P. is the general partner of (i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P. (which is the general partner of Crestview Holdings II (TE), L.P.) and Crestview Partners II (FF), L.P., each of which are direct or indirect members of Crestview II SES and (ii) Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a direct member of Crestview II SES B. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. |
| 5. Each of the Crestview Directors are members of the Issuer's board of directors. Mr. Delaney is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Mr. Klein is a Partner of each of Crestview, L.L.C. and Crestview Advisors, L.L.C. |
| 6. Each of Crestview Partners II GP, L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly beneficially owned by Crestview II SES B. |
| 7. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE), L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Common LLC Units of the of SES Holdings, LLC (a subsidiary of the Issuer) indirectly beneficially owned by Crestview II SES. |
| 8. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| By: /s/ Ross A. Oliver, General Counsel | 05/14/2019 | |
| ** 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. | ||