0001209191-19-019549.txt : 20190314 0001209191-19-019549.hdr.sgml : 20190314 20190314184906 ACCESSION NUMBER: 0001209191-19-019549 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190312 FILED AS OF DATE: 20190314 DATE AS OF CHANGE: 20190314 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings, LLC CENTRAL INDEX KEY: 0001634372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19682427 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 712 1195 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III Manager, LLC CENTRAL INDEX KEY: 0001757175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19682428 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum InvestCo (Cayman), LLC CENTRAL INDEX KEY: 0001766567 STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19682429 BUSINESS ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 BUSINESS PHONE: 3102289712 MAIL ADDRESS: STREET 1: C/O WALKERS CORPORATE LIMITED STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings IC (Cayman), LLC CENTRAL INDEX KEY: 0001756330 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19682430 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soter Capital, LLC CENTRAL INDEX KEY: 0001703043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19682431 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 042648081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-12 0 0000318996 KEY ENERGY SERVICES INC KEG 0001703043 Soter Capital, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001756330 Platinum Equity Investment Holdings IC (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001766567 Platinum InvestCo (Cayman), LLC C/O PLATINUM EQUITY ADVISORS, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001757175 Platinum Equity Investment Holdings III Manager, LLC C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001634372 Platinum Equity Investment Holdings, LLC C/O PLATINUM EQUITY ADVISORS, LLC, 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 Common Stock 2019-03-12 4 P 0 125000 3.98 A 10201496 D Common Stock 2019-03-13 4 P 0 3113 4.03 A 10204609 D The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide KEG, any security holder of KEG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above. Includes 9,800,630 shares issued to Soter Capital, LLC ("Soter) in connection with issuer's emergence from bankruptcy on December 15, 2016 and Soter's participation in the related rights offering. Soter Capital Holdings, LLC ("SCH") is the sole member of Soter and may be deemed to beneficially own the common stock beneficially owned by Soter. PE Soter Holdings, LLC ("PESH") holds a majority membership interest in SCH and may be deemed to beneficially own the common stock beneficially owned by SCH. Platinum Equity Capital Soter Partners, L.P. ("PECSP") holds a majority membership interest in PESH and may be deemed to beneficially own the common stock beneficially owned by PESH. Platinum Equity Partners III, LLC ("PEP III") is the general partner of PECSP and may be deemed to beneficially own the common stock beneficially owned by PECSP. (Continued from Footnote 3) Platinum Equity Investment Holdings III, LLC ("PEIH III") is the senior managing member of PEP III and may be deemed to beneficially own the common stock beneficially owned by PEP III. Platinum Equity InvestCo, L.P. ("PEI LP") owns all of the economic interests in PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Platinum Equity Investment Holdings IC (Cayman), LLC ("PEIH IC LLC") is the general partner of PEI LP and may be deemed to beneficially own the common stock beneficially owned by PEI LP. Platinum InvestCo (Cayman), LLC ("PIC LLC") holds a controlling interest in PEI LP and may be deemed to beneficially own common stock beneficially owned by PEI LP. (Continued from Footnote 4) Platinum Equity Investment Holdings, LLC ("PEIH LLC") is the sole member of PEIH IC LLC and may be deemed to beneficially own the common stock beneficially owned by PEIH IC LLC. Platinum Equity Investment Holdings III Manager, LLC ("PEIH III Manager") is the sole manager of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III Manager and PEIH LLC and may be deemed to beneficially own the common stock beneficially owned by each of PEIH III Manager and PEIH LLC. Platinum Equity and Tom Gores, together, hold a controlling interest in PIC LLC and may be deemed to beneficially own the common stock beneficially owned by PIC LLC. (Continued from Footnote 5) Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the common stock beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the shares of common stock held by each of the entities listed above with respect to which he does not have a pecuniary interest. Includes the 125,000 shares that were purchased on March 12, 2019. Form 4 (2 of 2). Per SEC rules, there is a limitation on the number of reporting persons allowed per Form 4 filing. The remaining reporting persons were reported on a duplicate Form 4 filing (Form 1 of 2). Reporting Owners are: Soter Capital, LLC, Soter Capital Holdings, LLC, PE Soter Holdings, LLC, Platinum Equity Capital Soter Partners, L.P., Platinum Equity Partners III, LLC, Platinum Equity Investment Holdings III, LLC, Platinum Equity InvestCo, L.P., Platinum Equity Investment Holdings IC (Cayman), LLC, Platinum InvestCo (Cayman), LLC, Platinum Equity Investment Holdings, LLC, Platinum Equity Investment Holdings III Manager, LLC, Platinum Equity, LLC and Tom Gores. See Exhibit 99.1 - Signatures 2019-03-14 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

SIGNATURES

Dated: March 14, 2019

SOTER CAPITAL, LLC

By:	/s/ Mary Ann Sigler
-------------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

SOTER CAPITAL HOLDINGS, LLC

By:	/s/ Mary Ann Sigler
----------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

PE SOTER HOLDINGS, LLC

By:	/s/ Mary Ann Sigler
--------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

PLATINUM EQUITY CAPITAL SOTER PARTNERS, L.P.
By:  Platinum Equity Partners III, LLC, its general partner
By:  Platinum Equity Investment Holdings III, LLC, its senior managing member

By:	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS III, LLC
By:  Platinum Equity Investment Holdings III, LLC, its senior managing member

By:	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS III, LLC

By:	/s/ Mary Ann Sigler
--------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTCO, L.P.
By: Platinum Equity Investment Holdings IC (Cayman), LLC, its general partner

By:	/s/ Mary Ann Sigler
--------------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM EQUITY INVESTMENT HOLDINGS IC (CAYMAN), LLC

By:	/s/ Mary Ann Sigler
--------------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM INVESTCO (CAYMAN), LLC

By:	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  President

PLATINUM EQUITY INVESTMENT HOLDINGS, LLC

By:	/s/ Mary Ann Sigler
----------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS III MANAGER, LLC

By:	/s/ Mary Ann Sigler
-----------------------------------------
Name:  Mary Ann Sigler
Title:  President


PLATINUM EQUITY, LLC

By: 	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Executive Vice President, Chief Financial Officer and Treasurer

Tom Gores

/s/ Mary Ann Sigler
---------------------------------------
Mary Ann Sigler
Attorney-in-Fact



[Signature Page to Form 4]