0000950103-22-005777.txt : 20220331 0000950103-22-005777.hdr.sgml : 20220331 20220331210347 ACCESSION NUMBER: 0000950103-22-005777 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220331 FILED AS OF DATE: 20220331 DATE AS OF CHANGE: 20220331 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Klein Adam J CENTRAL INDEX KEY: 0001483298 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 22795397 MAIL ADDRESS: STREET 1: C/O CRESTVIEW ADVISORS STREET 2: 667 MADISON AVENUE, 10TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview Partners III GP, L.P. CENTRAL INDEX KEY: 0001703027 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 22795400 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview III USWS TE, LLC CENTRAL INDEX KEY: 0001758802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 22795399 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Crestview III USWS, L.P. CENTRAL INDEX KEY: 0001758686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 22795398 BUSINESS ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-0700 MAIL ADDRESS: STREET 1: C/O CRESTVIEW PARTNERS STREET 2: 590 MADISON AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 dp170318_4-cvpiiigplp.xml FORM 4 X0306 4 2022-03-31 0 0001670349 U.S. WELL SERVICES, INC. USWS 0001703027 Crestview Partners III GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 1 0 0001758802 Crestview III USWS TE, LLC C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 0 0 1 0 0001758686 Crestview III USWS, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 0 0 1 0 0001483298 Klein Adam J C/O CRESTVIEW ADVISORS 590 MADISON AVENUE, 42ND FLOOR NEW YORK NY 10022 1 0 0 0 Warrants (right to buy) 2022-03-31 4 A 0 177778 A Class A Common Stock 2666668 I See footnote Reflects the issuance of 177,778 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities") on March 31, 2022 in accordance with that certain Purchase Agreement dated as of May 24, 2019 (the "Series A Purchase Agreement") and pursuant to the Warrant Agreement contemplated by the Series A Purchase Agreement (the "Warrant Agreement"). In accordance with the Warrant Agreement, the exercise price of the Warrants is $26.81, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Crestview Entities at any time prior to expiration in accordance with the terms of the Warrant Agreement. All of the Warrants expire on November 25, 2025. Upon exercise by the Crestview Entities, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise. As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will (i) the 177,778 Warrants issued to the Crestview Entities on March 31, 2022 be exercisable for more than 50,795 shares of Class A Common Stock (subject to certain rounding adjustments) and (ii) the 2,488,890 Warrants previously issued to the Crestview Entities be issuable for more than 711,113 shares of Class A Common Stock (subject to certain rounding adjustments), in each case subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the Warrant Agreement. Reflects (i) 1,066,666 Warrants issued to the Crestview Entities on May 24, 2019 and (ii) 177,778 additional Warrants issued to the Crestview Entities on each of March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, in each case in accordance with the Series A Purchase Agreement and the Warrant Agreement. Pursuant to the Series A Purchase Agreement, for so long as there are issued and outstanding shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares"), the Issuer is required to issue to the Crestview Entities 177,778 Warrants on a quarterly basis beginning on March 31, 2020 and thereafter for a total of up to nine such issuances. The March 31, 2022 issuance reported herein was the ninth and final of such issuances. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. Exhibit 99--Joint Filer Information By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 2022-03-31 By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 2022-03-31 By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 2022-03-31 By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 2022-03-31 EX-99 2 dp170318_ex99.htm EXHIBIT 99

 Exhibit 99

 

Joint Filer Information

 

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

 

1.        

Crestview III USWS TE, LLC

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022

2.        

Crestview III USWS, L.P.

c/o Crestview Partners

590 Madison Avenue, 42nd Floor

New York, NY 10022
3.        

Adam J. Klein

c/o Crestview Advisors

590 Madison Avenue, 42nd Floor

New York, NY 10022

 

Date of Event Requiring Statement: March 31, 2022

Issuer Name and Ticker or Trading Symbol: U.S. Well Services, Inc. [USWS]

 

Crestview III USWS TE, LLC  
     
By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
  Title: General Counsel  

 

 

Crestview III USWS, L.P.  
   
By: Crestview III USWS GenPar, LLC  
     
By:

/s/ Ross A. Oliver

  
  Name: Ross A. Oliver  
Title: General Counsel  

 

 

Adam J. Klein  
     
By:

/s/ Ross A. Oliver, as Attorney-in-Fact

  
     

Date: March 31, 2022