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 U.S. WELL SERVICES, INC. [ USWS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/31/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Warrants (right to buy)(1) | (2) | 03/31/2020 | A | 177,778 | (3) | (3) | Class A Common Stock | (4)(5) | (1) | 1,244,444(6) | I | See footnote(7) | |||
| Series B Redeemable Convertible Preferred Stock(8) | (9) | 04/01/2020 | A | 11,500 | (10) | (11) | Class A Common Stock | (12) | (8) | 11,500 | I | See footnote(7) | |||
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. Reflects the issuance of 177,778 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to 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") on March 31, 2020 in accordance with that certain Purchase Agreement dated as of May 23, 2019 (the "Series A Purchase Agreement") and pursuant to the Warrant Agreement contemplated by the Series A Purchase Agreement (the "Warrant Agreement"). |
| 2. Pursuant to the Warrant Agreement, the exercise price of the Warrants is $7.66, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement. |
| 3. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Crestview Entities at any time prior to expiration in accordance with the terms of the Warrant Agreement. All of the Warrants expire on November 25, 2025. |
| 4. Upon exercise by the Crestview Entities, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise. |
| 5. As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will (i) the 177,778 Warrants issued to Crestview on March 31, 2020 be exercisable for more than 177,778 shares of Class A Common Stock and (ii) the 1,066,666 Warrants issued to Crestview on May 24, 2019 be issuable for more than 1,066,666 shares of Class A Common Stock, in each case subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the Warrant Agreement. |
| 6. Reflects (i) 1,066,666 Warrants issued to the Crestview Entities on May 24, 2019 and (ii) 177,778 additional Warrants issued to the Crestview Entities on March 31, 2020, in each case in accordance with the Series A Purchase Agreement and the Warrant Agreement. Pursuant to the Series A Purchase Agreement, for so long as there are issued and outstanding shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares"), the Issuer is required to issue to the Crestview Entities 177,778 Warrants on a quarterly basis beginning on March 31, 2020 and thereafter for a total of up to nine such issuances. |
| 7. 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. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. 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 the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. |
| 8. Pursuant to a Purchase Agreement dated as of March 31, 2020 (the "Series B Purchase Agreement"), on April 1, 2020 (the "Issuance Date"), the Crestview Entities acquired from the Issuer 11,500 shares of Series B Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series B Preferred Shares") convertible into shares of Class A Common Stock for an aggregate purchase price of $11.5 million. |
| 9. Pursuant to the Certificate of Designations contemplated by the Series B Purchase Agreement (the "Series B Certificate of Designations"), the conversion price of the Series B Preferred Shares is $0.308 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series B Certificate of Designations. |
| 10. Subject to the terms and conditions of the Series B Certificate of Designations, all or any portion of the Series B Preferred Shares may be converted by the Crestview Entities at any time into Class A Common Stock based on the then-applicable liquidation preference (as determined in accordance with the Series B Certificate of Designations). |
| 11. The Series B Preferred Shares have no expiration date. Following the third anniversary of the Issuance Date, the Issuer may, subject to the terms and conditions of the Series B Certificate of Designations, cause the conversion of all or any portion of the Series B Preferred Shares into Class A Common Stock if: (i) the closing price of the Class A Common Stock is greater than 130% of the conversion price for 20 trading days during any 30 consecutive trading day period; and (ii) the average daily trading volume of the Class A Common Stock exceeded 250,000 for 20 trading days during any 30 consecutive trading day period. The Series B Preferred Shares are also subject to redemption by the Issuer at any time after the date that is eighteen (18) months following the Issuance Date in accordance with the terms of the Series B Certificate of Designations. |
| 12. The number of shares of Class A Common Stock into which the Series B Preferred Shares are convertible is equal to the then-applicable liquidation preference (as determined in accordance with the Series B Certificate of Designations) divided by the applicable conversion price, subject to the terms and conditions of the Series B Certificate of Designations. |
| Remarks: |
| 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 | 04/02/2020 | |
| By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel | 04/02/2020 | |
| By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel | 04/02/2020 | |
| By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact | 04/02/2020 | |
| ** 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. | ||