Liberty Energy (LBRT) Form 4 Change in insider ownership

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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X

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^*

Riverstone/Carlyle Energy Partners IV, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Oilfield Services Inc. [ LBRT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021

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	06/10/2021		S		3,707,187	D	$15.2	0	I(1)(2)(5)	See footnotes(1)(2)(3)
Class A Common Stock	06/10/2021		A		6,918,142	A	(6)	6,918,142	I(1)(2)(5)	See footnotes(1)(2)(4)
Class A Common Stock	06/10/2021		S		8,592,809	D	$15.2	0	I(1)(2)(5)	See footnotes(1)(2)(4)
Class B Common Stock	06/10/2021		D		6,918,142	D	$0(7)	0	I(1)(2)(5)	See footnotes(1)(2)(4)

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
Units(8)	(9)	06/10/2021		D		6,918,142		(9)	(9)	Class A Common Stock	6,918,142	(9)	0	I	See footnotes(1)(2)(4)

1. Name and Address of Reporting Person^*

Riverstone/Carlyle Energy Partners IV, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 19TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R/C Energy IV Direct Partnership, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R/C IV Liberty Holdings, L.P.

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

R/C Energy GP IV, LLC

(Last) (First) (Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein.

2. (Continued from footnote 1) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.

3. Shares held directly by R/C Direct.

4. Shares held directly by R/C IV Liberty.

5. Riverstone/Carlyle RP IV directly holds no shares.

6. Represents securities issued in redemption of the parallel Units (as defined below).

7. Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.

8. "Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.

9. The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date.

Remarks:

Previously, each reporting person herein may have been deemed a director by deputization for the purposes of Section 16 of the Exchange Act as a result of a now-terminated board designee right under that certain Amended and Restated Stockholders Agreement, dated as of December 13, 2020, by and among the Issuer, certain of the Reporting Persons and the other parties thereto, pursuant to which Brett Staffieri was appointed to the Issuer's board of directors.

	RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P. By: R/C ENERGY GP IV, LLC, its general partner, /s/ Peter Haskopoulos	06/10/2021
	** Signature of Reporting Person	Date
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