SEC Form 3
FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 08/14/2023 |
3. Issuer Name and Ticker or Trading Symbol
PATTERSON UTI ENERGY INC [ PTEN ] |
|||||||||||||
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 34,900,000(1) | I | See Footnotes(2)(3)(4)(5)(6)(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
Explanation of Responses: |
1. Reflects shares of common stock, par value $0.01 per share ("Common Stock"), of Patterson-UTI Energy, Inc. (the "Issuer") that were issued in connection with the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 3, 2023, by and among the Issuer, PJ Merger Sub Inc., PJ Second Merger Sub LLC, BEP Diamond Holdings Corp. and BEP Diamond Topco L.P. In connection with such transactions, 2,149,495 shares of Common Stock beneficially owned by BEP Diamond Topco L.P. were deposited into an escrow account for the benefit of the Issuer, on the one hand, and BEP Diamond Topco L.P., on the other hand. |
2. Reflects shares of Common Stock beneficially owned by BEP Diamond Topco L.P., including 32,750,505 shares held directly and 2,149,495 shares held in escrow. |
3. BEP Diamond Topco LLC is the general partner of BEP Diamond Topco L.P. BEP Diamond Aggregator L.P. holds a majority of the limited liability company interests in BEP Diamond Topco LLC, and has the power to appoint the majority of the members of the board of managers of BEP Diamond Topco LLC. BCP VII/BEP II Holdings Manager L.L.C. is the general partner of BEP Diamond Aggregator L.P. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. |
4. (Continued from Footnote 3) is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
5. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
6. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
7. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3. |
Remarks: |
BEP Diamond Topco L.P., By: BEP Diamond Topco LLC, its general partner, By: /s/ Darius Sepassi, Name: Darius Sepassi, Title: Vice President | 08/17/2023 | |
BEP Diamond Topco LLC, By: /s/ Darius Sepassi, Name: Darius Sepassi, Title: Vice President | 08/17/2023 | |
BEP Diamond Aggregator L.P., By: BCP VII/BEP II Holdings Manager L.L.C., its general partner, By: /s/ Omar Rehman, Name: Omar Rehman, Title: Chief Compliance Officer and Secretary | 08/17/2023 | |
BCP VII/BEP II Holdings Manager L.L.C., By: /s/ Omar Rehman, Name: Omar Rehman, Title: Chief Compliance Officer and Secretary | 08/17/2023 | |
Blackstone Energy Management Associates II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | 08/17/2023 | |
Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | 08/17/2023 | |
BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | 08/17/2023 | |
Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory | 08/17/2023 | |
** 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 5 (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. |