| 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 |
| |||||||||||||||
| 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)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 06/25/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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 | 9,489,199(2) | I(1) | See Footnote(1) | |||||||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. This Form 4 is jointly filed by Beal Financial Corporation ("BFC") and D. Andrew Beal (each a "Reporting Person" and together, the "Reporting Persons"). D. Andrew Beal controls BFC through ownership of 100% of the common stock of BFC. Therefore, each of D. Andrew Beal and BFC may be deemed to have indirect beneficial ownership of the securities of U.S Well Services, Inc. (the "Issuer") directly held by LNV Corporation ("LNV"), LPP Mortgage, Inc. ("LPP"), and CXA-10 Corporation dba CSG Investment Finance, Inc. ("CXA"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such Reporting Person's respective pecuniary interest therein. |
| 2. The Reporting Persons are beneficial owners of 9.75% of the Issuer's Class A Common Stock. This percentage is calculated based on (i) 93,377,516 shares of Class A Common Stock issued and outstanding as of June 24, 2021 as represented by the Issuer in the Purchase Agreement, dated June 24, 2021, by and among the Issuer and the other parties thereto, filed as Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 24, 2021 (the "PIK Note Purchase Agreement"), plus (ii) 3,959,577 shares of Class A Common Stock issuable upon conversion of 1,050 shares of Series B Preferred Stock. The calculation assumes conversion of all of LNV's and LPP's Series B Preferred Stock into 3,959,577 shares of Class A Common Stock as of June 24, 2021 combined with CXA's 5,529,622 shares of Class A Common Stock. Holders of Series B Preferred Stock are entitled to voting rights as set forth in the Certificate of Designations of the Series B Preferred Stock. |
| Remarks: |
| Power of Attorney is attached here to as Exhibit 24. The reporting person's beneficial ownership has fallen below ten percent. As a result, the reporting person is no longer subject to Section 16 in connection with its transactions in the equity securities of U.S. Well Services, Inc. and therefore will no longer report any such transactions on Form 4 or Form 5. |
| /s/ Jacob Cherner, as Authorized Signatory of Beal Financial Corporation | 07/02/2021 | |
| /s/ Jacob Cherner, for D. Andrew Beal pursuant to a Power of Attorney granted on May 27, 2020 | 07/02/2021 | |
| ** 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. | ||
