| 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 Liberty Oilfield Services Inc. [ LBRT ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/26/2019 | ||||||||||||||||||||||||||
| 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 | 02/26/2019 | J(1) | 363,704 | A | $0.00 | 830,415 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 02/26/2019 | J(1) | 1,136,296 | A | $0.00 | 2,594,412 | I | See Footnotes(2)(4) | ||
| Class A Common Stock | 02/26/2019 | S | 363,704 | D | $16.03 | 466,711 | I | See Footnotes(2)(3) | ||
| Class A Common Stock | 02/26/2019 | S | 1,136,296 | D | $16.03 | 1,458,116 | I | See Footnotes(2)(4) | ||
| Class B Common Stock | 02/26/2019 | J(1) | 363,704 | D | $0.00 | 2,226,015 | I | See Footnotes(2)(3) | ||
| Class B Common Stock | 02/26/2019 | J(1) | 1,136,296 | D | $0.00 | 6,954,600 | I | See Footnotes(2)(4) | ||
| 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 | ||||||||
| LLC Units | (1) | 02/26/2019 | J(1) | 363,704 | (1) | (1) | Class A Common Stock | 363,704 | (1) | 2,226,015 | I | See Footnotes(2)(3) | |||
| LLC Units | (1) | 02/26/2019 | J(1) | 1,136,296 | (1) | (1) | Class A Common Stock | 1,136,296 | (1) | 6,954,600 | I | See Footnotes(2)(4) | |||
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. Pursuant to the terms of the limited liability company agreement of Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"), Liberty LLC redeemed "LLC Units," which represent an ownership interest in Liberty LLC, and an equal number of Class B common stock (the "Class B Common Stock") of Liberty Oilfield Services Inc. (the "Issuer") in exchange for shares of Class A common stock of the Issuer (the "Class A Common Stock") on a one-for-one basis. |
| 2. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Robert Day, the sole shareholder of Oakmont Corporation ("Oakmont"), and Oakmont, which is a member and the administrator of each of Laurel Road, LLC ("Laurel 1") and Laurel Road II, LLC ("Laurel 2"), may be deemed to have an indirect pecuniary interest in the securities held directly by Laurel 1 and Laurel 2. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Laurel 1 and Laurel 2 are reported herein. 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 Laurel 1. |
| 4. Shares held directly by Laurel 2. |
| Remarks: |
| /s/ Robert Miller, by Power of Attorney | 02/28/2019 | |
| ** 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. | ||
