0000899243-21-027639.txt : 20210706 0000899243-21-027639.hdr.sgml : 20210706 20210706193536 ACCESSION NUMBER: 0000899243-21-027639 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210624 FILED AS OF DATE: 20210706 DATE AS OF CHANGE: 20210706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Dan H. CENTRAL INDEX KEY: 0001641792 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211075843 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wilks Staci CENTRAL INDEX KEY: 0001641796 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211075842 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THRC Management, LLC CENTRAL INDEX KEY: 0001834450 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211075845 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THRC Holdings, LP CENTRAL INDEX KEY: 0001754159 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211075844 BUSINESS ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 BUSINESS PHONE: 8178503600 MAIL ADDRESS: STREET 1: 17018 INTERSTATE 20 CITY: CISCO STATE: TX ZIP: 76437 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-06-24 0 0001670349 U.S. WELL SERVICES, INC. USWS 0001754159 THRC Holdings, LP 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001834450 THRC Management, LLC 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641792 Wilks Dan H. 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 0001641796 Wilks Staci 17018 INTERSTATE 20 CISCO TX 76437 0 0 1 0 16.0% Convertible Senior Secured PIK Class A Common Stock 25510204 D THRC Holdings LP ("Holdings"), a Texas limited partnership, directly holds the securities of the Issuer. THRC Management, LLC ("Management") a Texas limited liability company, as General Partner of Holdings, has exclusive voting and investment power over the shares of Issuer's Common Stock held by Holdings, and therefore may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the shares of Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock") directly owned by Holdings and therefore may be deemed to beneficially own such shares. (Continued from footnote 1) Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form. Reflects the acquisition by Holdings from the Issuer of 16.0% Convertible Secured PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Notes Purchase Agreement, dated as of June 24, 2021 (together with all exhibits thereto, the "Notes Purchase Agreement"). The aggregate principal amount of the Notes acquired for cash by THRC Holdings was $25,000,000. Subject to earlier conversion or redemption in accordance with their terms, the Notes will become due and payable on June 5, 2026 (the "Maturity Date") in a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes (together with the accrued but unpaid interest on the Notes) as of the Maturity Date, by (b) the volume weighted average price of Class A Common Stock for the 20 trading day period immediately preceding the Maturity Date (or in such other manner as determined pursuant to the terms of the Note Purchase Agreement). All or any portion of the Notes may be converted at the election of Holdings at any time into a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $0.98, which such conversion price is subject to certain anti-dilution adjustments in accordance with its terms. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Notes if Holdings elects to convert the Notes based on the principal amount of the Notes (as described in footnote (3) above) and the conversion price applicable to the Notes (as described in footnote (4) above). /s/ Matthew Wilks as attorney-in-fact 2021-07-06