| 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 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2020 | 3. Issuer Name and Ticker or Trading Symbol U.S. WELL SERVICES, INC. [ USWS ] | |||||||||||||
| 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)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Common Stock | 3,760,143 | I | By a subsidiary(1) |
| Class A Common Stock | 1,769,479 | I | By a subsidiary(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series B Redeemable Convertible Preferred Stock(2) | (3) | (3)(4) | Class A Common Stock, $0.0001 par value | 2,318,181 | (5) | I | By a subsidiary(1) |
| Series B Redeemable Convertible Preferred Stock(2) | (3) | (3)(4) | Class A Common Stock, $0.0001 par value | 1,090,909 | (5) | I | By a subsidiary(1) |
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. This Form 3 is jointly filed by Beal Financial Corporation ("BFC") and D. Andrew Beal (each a "Reporting Person" and together, the "Reporting Persons"). LNV Corporation ("LNV") holds (i) 3,760,143 shares of Class A Common Stock of U.S. Well Services, Inc. (the "Issuer," and such stock, "Class A Common Stock") and (ii) 714 shares of Series B Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series B Preferred Shares"), which are convertible into 2,318,181 shares of Class A Common Stock. LNV is a direct wholly-owned subsidiary of Beal Bank USA, which is a direct wholly-owned subsidiary of BFC. LPP Mortgage, Inc. ("LPP", and together with LNV, the "Beal Entities") holds (i) 1,769,479 shares of Class A Common Stock and (ii) 336 Series B Preferred Shares, which are convertible into 1,090,909 shares of Class A Common Stock. LPP is a direct wholly-owned subsidiary of Beal Bank, SSB, which is a direct wholly-owned subsidiary of BFC. |
| 2. Pursuant to a Purchase Agreement dated as of March 31, 2020 (the "Series B Purchase Agreement"), on April 1, 2020 (the "Issuance Date"), the Beal Entities acquired from the Issuer an aggregate 1,050 Series B Preferred Shares, which are convertible into shares of Class A Common Stock. See footnote (1) for additional information. |
| 3. Subject to the terms and conditions of the Certificate of Designations of the Series B Preferred Shares (the "Series B Certificate"), all or any portion of the Series B Preferred Shares may be converted by the Beal Entities at any time into Class A Common Stock based on the then-applicable liquidation preference (as determined in accordance with the Series B Certificate). The Series B Preferred Shares have no expiration date. Following the third anniversary of the Issuance Date, the Issuer may, subject to the terms and conditions of the Series B Certificate, cause the conversion of all or any portion of the Series B Preferred Shares into Class A Common Stock if: (i) the closing price of the Class A Common Stock is greater than 130% of the conversion price for 20 trading days during any 30 consecutive trading day period; and (ii) the average daily trading volume of the Class A Common Stock exceeded 250,000 for 20 trading days during any 30 consecutive trading day period. |
| 4. The Series B Preferred Shares are also subject to redemption by the Issuer at any time after the date that is eighteen (18) months following the Issuance Date in accordance with the terms of the Series B Certificate. |
| 5. . Pursuant to the Series B Certificate of Designations, the conversion price of the Series B Preferred Shares is $0.308 per share and is subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Series B Certificate of Designations. |
| Remarks: |
| 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 the Issuer directly held by the Beal Entities. 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. |
| /s/ Jacob Cherner, as Authorized Signatory of Beal Financial Corporation | 05/27/2020 | |
| /s/ Jacob Cherner, for D. Andrew Beal pursuant to a Power of Attorney granted on May 27, 2020 | 05/27/2020 | |
| ** 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. | ||
