0001104659-20-076042.txt : 20200623
0001104659-20-076042.hdr.sgml : 20200623
20200623160557
ACCESSION NUMBER: 0001104659-20-076042
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200619
FILED AS OF DATE: 20200623
DATE AS OF CHANGE: 20200623
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MATLIN DAVID J
CENTRAL INDEX KEY: 0001251956
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38025
FILM NUMBER: 20981971
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: U.S. WELL SERVICES, INC.
CENTRAL INDEX KEY: 0001670349
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 811847117
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1360 POST OAK BOULEVARD, SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: (832) 562-3730
MAIL ADDRESS:
STREET 1: 1360 POST OAK BOULEVARD, SUITE 1800
CITY: HOUSTON
STATE: TX
ZIP: 77056
FORMER COMPANY:
FORMER CONFORMED NAME: Matlin & Partners Acquisition Corp
DATE OF NAME CHANGE: 20160422
FORMER COMPANY:
FORMER CONFORMED NAME: MP Acquisition I Corp.
DATE OF NAME CHANGE: 20160324
4
1
tm2023190-2_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-06-19
0
0001670349
U.S. WELL SERVICES, INC.
USWS
0001251956
MATLIN DAVID J
1360 POST OAK BOULEVARD, SUITE 1800
HOUSTON
TX
77056
1
0
1
0
Series B Redeemable Convertible Preferred Stock
2020-06-19
4
S
0
200
D
Class A Common Stock
1678
D
Each share (a "Series B Preferred Share") of Series B Redeemable Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), is convertible into a number of shares of Class A Common Stock equal to (i) the Liquidation Preference (as defined in the Certificate of Designations of the Series B Preferred Stock (the "Certificate of Designations")) as of the date of conversion divided by (ii) the then applicable Conversion Price (as defined in the Certificate of Designations). The Liquidation Preference was approximately $1,017.75 as of June 19, 2020 and June 23, 2020 and is subject to increase as provided in the Certificate of Designations if the Issuer does not pay quarterly dividends on the Series B Preferred Stock in cash. The Conversion Price is initially $0.308 and is subject to adjustment in certain circumstances as provided in the Certificate of Designations.
On June 19, 2020, the Reporting Person sold 200 Series B Preferred Shares in a privately negotiated transaction for an aggregate sales price of $200,000 in cash.
Subject to the terms and conditions of the Certificate of Designations, the Reporting Person may, at his option at any time, convert all or a portion of the Series B Preferred Shares into shares of Class A Common Stock.
The Series B Preferred Shares do not have an expiration date, provided that in certain circumstances on or after April 1, 2023, the Issuer may, at its option, convert all or a portion of the Series B Preferred Shares at the same conversion rate described in (1) above. In addition, at any time on or after October 1, 2021, the Issuer may, at its option, redeem all or a portion of the Series B Preferred Shares at a redemption price equal to the then applicable Liquidation Preference described in (1) above, provided that the Reporting Person may, at his option, convert his shares as described above within five business days of receipt of the notice of redemption.
The number of shares of Class A Common Stock into which the Series B Preferred Shares are convertible is calculated as described in (1) above. Based upon the Liquidation Preference and Conversion Price specified in (1) above, 5,544,774 shares of Class A Common Stock were issuable as of June 19, 2020 and June 23, 2020 upon conversion of the 1,678 Series B Preferred Shares held by the Reporting Person.
/s/ David J. Matlin
2020-06-23