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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* aPriori Capital Partners LLC (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BASIC ENERGY SERVICES INC [ BAS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/12/2014
	4. 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 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, par value $0.01 per share	06/12/2014		S		5,545,898	D	$25.5	5,831,903(2)	I	See Notes(1)(2)

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* aPriori Capital Partners LLC (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (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* DLJ MERCHANT BANKING PARTNERS III LP (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (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* aPriori Capital Partners III LLC (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (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* aPriori Capital Partners L.P. (Last) (First) (Middle) 767 FIFTH AVENUE (Street) NEW YORK NY 10153 (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* aPriori Capital GmbH (Last) (First) (Middle) MAXIMILIANHOEFE, MAXIMILIANSTRASSE 13 (Street) MUNICH 2M 80539 (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* SCHNABEL SUSAN C (Last) (First) (Middle) 11400 W. OLYMPIC BOULEVARD SUITE 1400 (Street) LOS ANGELES CA 90064 (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* Taylor Colin A. (Last) (First) (Middle) 110 FETTER LANE (Street) LONDON X0 EC4A 1AY (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. This Form 4 is being filed jointly by the following (each, a "Reporting Person," and, collectively, the "Reporting Persons"): DLJ Merchant Banking Partners III, L.P. ("MB III LP"); DLJ Offshore Partners III, L.P. ("Offshore Partners III"); DLJ Offshore Partners III-1, C.V. ("Offshore Partners III-1"); DLJ Offshore Partners III-2, C.V. ("Offshore Partners III-2"); DLJ MB PartnersIII GmbH & Co. KG ("PartnersIII GmbH"); Millennium Partners II, L.P. ("Millennium"); MBP III Plan Investors, L.P. ("MBP III" and, together with MB III LP, Offshore Partners III, Offshore Partners III-1, Offshore Partners III-2, PartnersIII GmbH, Millennium, the "Funds"); aPriori Capital Partners LLC ("aPriori"); aPriori Capital Partners L.P. ("aCP"); aPriori Capital Partners III LLC ("aCP III"); aPriori Capital GmbH ("aCP GmbH"); Susan C. Schnabel and Colin A. Taylor.

2. Represents shares of Common Stock held as follows: 4,519,861 shares directly by MB III LP; 311,578 shares directly by Offshore Partners III; 79,860 shares directly by Offshore Partners III-1; 56,887 shares directly by Offshore Partners III-2; 37,742 shares directly by PartnersIII GmbH; 25,580 shares directly by Millennium; and 800,395 shares directly by MBP III. Each of the Reporting Persons disclaims beneficial ownership of the securities except to the extent of such person's pecuniary interest therein, and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise.

Remarks:

Exhibit 99.1 (Joint Filer Information) incorporated herein by reference.

	aPriori Capital Partners LLC, By: /s/ Susan C. Schnabel , Authorized Person	06/12/2014
	** Signature of Reporting Person	Date
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