0001567619-21-011995.txt : 20210610 0001567619-21-011995.hdr.sgml : 20210610 20210610180333 ACCESSION NUMBER: 0001567619-21-011995 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20210610 FILED AS OF DATE: 20210610 DATE AS OF CHANGE: 20210610 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Riverstone/Carlyle Energy Partners IV, L.P. CENTRAL INDEX KEY: 0001534496 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38081 FILM NUMBER: 211009284 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: R/C Energy GP IV, LLC CENTRAL INDEX KEY: 0001534523 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38081 FILM NUMBER: 211009281 BUSINESS ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-993-0076 MAIL ADDRESS: STREET 1: C/O RIVERSTONE HOLDINGS LLC STREET 2: 712 FIFTH AVENUE, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: R/C IV Liberty Holdings, L.P. CENTRAL INDEX KEY: 0001705417 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38081 FILM NUMBER: 211009282 BUSINESS ADDRESS: STREET 1: 950 17TH STREET, SUITE 2000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 212-271-6262 MAIL ADDRESS: STREET 1: 950 17TH STREET, SUITE 2000 CITY: DENVER STATE: CO ZIP: 80202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: R/C Energy IV Direct Partnership, L.P. CENTRAL INDEX KEY: 0001539633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38081 FILM NUMBER: 211009283 BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 993-0076 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: 51ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Oilfield Services Inc. CENTRAL INDEX KEY: 0001694028 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 814891595 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 950 17TH STREET STREET 2: SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 515-2800 MAIL ADDRESS: STREET 1: 950 17TH STREET STREET 2: SUITE 2400 CITY: DENVER STATE: CO ZIP: 80202 4 1 doc1.xml FORM 4 X0306 4 2021-06-10 1 0001694028 Liberty Oilfield Services Inc. LBRT 0001534496 Riverstone/Carlyle Energy Partners IV, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 19TH FLOOR NEW YORK NY 10019 1 0 0 0 0001539633 R/C Energy IV Direct Partnership, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 0 0 0001705417 R/C IV Liberty Holdings, L.P. C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 0 0 0001534523 R/C Energy GP IV, LLC C/O RIVERSTONE HOLDINGS LLC 712 FIFTH AVENUE, 36TH FLOOR NEW YORK NY 10019 1 0 0 0 Class A Common Stock 2021-06-10 4 S 0 3707187 15.20 D 0 I See footnotes Class A Common Stock 2021-06-10 4 A 0 6918142 A 6918142 I See footnotes Class A Common Stock 2021-06-10 4 S 0 8592809 15.20 D 0 I See footnotes Class B Common Stock 2021-06-10 4 D 0 6918142 0 D 0 I See footnotes Units 2021-06-10 4 D 0 6918142 A Class A Common Stock 6918142 0 I See footnotes By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein. (Continued from footnote 1) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. Shares held directly by R/C Direct. Shares held directly by R/C IV Liberty. Riverstone/Carlyle RP IV directly holds no shares. Represents securities issued in redemption of the parallel Units (as defined below). Represents securities forfeited for no additional consideration upon repurchase of the parallel Units. "Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC. The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date. Previously, each reporting person herein may have been deemed a director by deputization for the purposes of Section 16 of the Exchange Act as a result of a now-terminated board designee right under that certain Amended and Restated Stockholders Agreement, dated as of December 13, 2020, by and among the Issuer, certain of the Reporting Persons and the other parties thereto, pursuant to which Brett Staffieri was appointed to the Issuer's board of directors. RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P. By: R/C ENERGY GP IV, LLC, its general partner, /s/ Peter Haskopoulos 2021-06-10 EX-99.1 2 r43473401a.htm JOINT FILERS' NAMES AND ADDRESSES

JOINT FILERS’ NAMES AND ADDRESSES

1.	Name:	R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
	Address:	c/o Riverstone Holdings LLC
		712 Fifth Avenue, 19th Floor
		New York, NY 10019

2.	Name:	R/C IV LIBERTY HOLDINGS, L.P.
	Address:	c/o Riverstone Holdings LLC
		712 Fifth Avenue, 19th Floor
		New York, NY 10019

3.	Name:	R/C ENERGY GP IV, LLC
	Address:	c/o Riverstone Holdings LLC
		712 Fifth Avenue, 19th Floor
		New York, NY 10019

EX-99.2 3 r43473401b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES

R/C ENERGY IV DIRECT PARTNERSHIP, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
By: R/C ENERGY GP IV, LLC, its general partner


By: /s/ Peter Haskopoulos		Date: June 10, 2021
	Name: Peter Haskopoulos
	Title: Managing Director


R/C IV LIBERTY HOLDINGS, L.P.

By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
By: R/C ENERGY GP IV, LLC, its general partner

By: /s/ Peter Haskopoulos		Date: June 10, 2021
	Name: Peter Haskopoulos
	Title: Managing Director


R/C ENERGY GP IV, LLC


By: /s/ Peter Haskopoulos		Date: June 10, 2021
	Name: Peter Haskopoulos
	Title: Managing Director