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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
WEST FACE CAPITAL INC.

(Last) (First) (Middle)
2 BLOOR STREET EAST
SUITE 810

(Street)
TORONTO A6 M4W 1A8

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/16/2011
3. Issuer Name and Ticker or Trading Symbol
Forbes Energy Services Ltd. [ FES ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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, $0.04 par value per share(1) 1,148,800 I(2)(6) See Footnotes(2)(6)
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
Series B Senior Convertible Preferred Shares (3) (3) Common Stock, $0.04 par value per share(1) 3,793,572(4) (3) I(5)(6) See Footnotes(5)(6)
1. Name and Address of Reporting Person*
WEST FACE CAPITAL INC.

(Last) (First) (Middle)
2 BLOOR STREET EAST
SUITE 810

(Street)
TORONTO A6 M4W 1A8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Boland Gregory A.

(Last) (First) (Middle)
2 BLOOR STREET EAST, SUITE 810

(Street)
TORONTO A6 M4W 1A8

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. On August 12, 2011, the Issuer effected a four-to-one consolidation of its common shares, whereby each four common shares of par value $0.01 per share were consolidated into a single common share of par value $0.04.
2. These shares of the Issuer's Common Stock, $0.04 par value per share (the "Shares"), are held directly by: West Face Long Term Opportunities Global Master L.P., a Cayman Islands Limited Partnership ("WFGM"), as to 1,050,126 Shares; West Face Long Term Opportunities Master Fund L.P., a Cayman Islands Limited Partnership ("WFMF"), as to 65,528 Shares; and West Face Long Term Opportunities Limited Partnership, a British Columbia (Canada) Limited Partnership ("WFCLP"), as to 33,146 Shares.
3. Each of these shares of the Issuer's Convertible Preferred Shares ("Preferred Shares") is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into 9 Shares, subject to adjustment. However, pursuant to the Certificate of Designation of the Preferred Shares, no holder may effect any conversion of Preferred Shares to the extent that, after giving effect to such conversion and taking into account any Shares already owned by such holder, the holder would beneficially own 20% or more of the Shares outstanding. The Preferred Shares are mandatorily redeemable by the Issuer on May 28, 2017.
4. Due to the restriction on conversion of the Preferred Shares (see footnote 3), this number reflects the approximate maximum number of Shares into which the Reporting Persons could convert their Preferred Shares. The Reporting Persons own a total of 588,059 Preferred Shares. Due to the restriction on conversion, and Reporting Persons' current indirect beneficial ownership of 1,148,800 Shares, only 421,508 Preferred Shares could currently be converted, at the conversion rate of one-to-nine, into 3,793,572 Shares. In calculating the beneficial ownership percentage, the denominator includes both the approximately 20,918,400 Shares reported as outstanding as of August 15, 2011 (depending on the number of fractional interests in Shares created as a result of the Issuer's recent four-to-one share consolidation) in the Issuer's Form 10-Q, filed on August 15, 2011, and the approximate maximum number of Shares (3,793,572) into which the Reporting Persons' Preferred Shares may be converted.
5. The 588,059 Preferred Shares are held directly by: WFMF, as to 317,552 Preferred Shares; West Face Long Term Opportunities (USA) Limited Partnership, a Delaware Limited Partnership ("WFLP"), as to 188,179 Preferred Shares; and WFCLP, as to 82,328 Preferred Shares.
6. The Shares and Preferred Shares reported in this Form 3 ("Reported Securities") may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: West Face Capital Inc. ("West Face"), as investment manager to each of WFGM, WFMF, WFCLP and WFLP, and Gregory A. Boland, as the President and Chief Executive Officer of West Face. Each Reporting Person disclaims beneficial ownership of the Reported Securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Reported Securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose.
Remarks:
WEST FACE CAPITAL INC., By: /s/ Alexander Singh, Secretary and Counsel 08/16/2011
/s/ Gregory A. Boland 08/16/2011
** 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.