Lehner Keefer McGovern Form 4 Quintana Energy Services / Keefer McGovern Lehner ownership change

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^*

Lehner Keefer McGovern

(Last) (First) (Middle)

1415 LOUISIANA STREET, SUITE 2900

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc. [ "QES" ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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
Common stock	07/28/2020		M		37,121	A	(2)	166,823	D
Common stock	07/28/2020		F		14,607	D	(1)	152,216	D
Common stock	07/28/2020		D(1)		152,216	D	(1)	0	D

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
Phantom Unit	(2)	07/28/2020		M			37,121	(2)	(2)	Common Stock	37,121	(2)	0	D
Restricted Stock Unit	(3)	07/28/2020		D			243,277	(3)	(3)	Common Stock	243,277	(3)	0	D
Performance Share Unit	(4)(5)	07/28/2020		A		230,082		(4)(5)	(4)(5)	Common Stock	230,082	(4)(5)	284,016	D
Performance Share Unit	(4)(5)	07/28/2020		D			284,016	(4)(5)	(4)(5)	Common Stock	284,016	(4)(5)	0	D

Explanation of Responses:

1. On July 28, 2020, pursuant to the Agreement and Plan of Merger, dated May 3, 2020 (the "Merger Agreement"), by and among Quintana Energy Services Inc. ("QES"), KLX Energy Services Holdings, Inc. ("KLXE"), Krypton Intermediate LLC, and Kypton Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into QES (the "Merger"), with QES surviving the Merger as the wholly owned subsidiary of KLXE. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of QES's common stock was converted into, and became exchangeable for, 0.0969 shares of KLXE common stock. On July 27, 2020 (the last trading day prior to consummation of the Merger and KLXE's 1-for-5 reverse stock split), the closing price of one share of KLXE common stock was $2.00 and the closing price of one share of QES common stock was $0.93.

2. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES phantom unit became fully vested and was cancelled and converted into the right to receive 0.0969 shares of KLXE common stock.

3. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES restricted stock unit award subject to time-based vesting was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES restricted stock units multiplied by 0.0969. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES restricted stock unit award.

4. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES performance share unit award was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES performance share units that were earned based on actual achievement of the applicable performance goals in accordance with the Merger Agreement multiplied by 0.0969.

5. (Continued from Footnote 4) With respect to such KLXE restricted stock unit award, the portion based on a QES performance share unit award granted in 2019 determined to have been earned based on discretionary performance goals and the portion based on a QES performance share unit award granted in 2020 subject to a strategic performance goals, in each case, will be settled in cash following the vesting of such KLXE restricted stock unit. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES performance share unit award (other than any performance-based vesting conditions).

Remarks:

Executive Vice President and Chief Financial Officer

	/s/ Max L. Bouthillette, attorney-in-fact	07/28/2020
	** Signature of Reporting Person	Date
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