0001104659-19-004792.txt : 20190131 0001104659-19-004792.hdr.sgml : 20190131 20190131163110 ACCESSION NUMBER: 0001104659-19-004792 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190131 DATE AS OF CHANGE: 20190131 GROUP MEMBERS: ENERGY CAPITAL PARTNERS GP II CO-INVESTMENT (MIDLAND), LLC GROUP MEMBERS: ENERGY CAPITAL PARTNERS GP II, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS II (MIDLAND CO-INVEST), LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS II, LLC GROUP MEMBERS: ENERGY CAPITAL PARTNERS II-A, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS II-B, LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS II-C (DIRECT LP), LP GROUP MEMBERS: ENERGY CAPITAL PARTNERS II-D, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ProPetro Holding Corp. CENTRAL INDEX KEY: 0001680247 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 263685382 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89924 FILM NUMBER: 19556243 BUSINESS ADDRESS: STREET 1: 1706 S. MIDKIFF ROAD, BUILDING B CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: (432) 688-0012 MAIL ADDRESS: STREET 1: 1706 S. MIDKIFF ROAD, BUILDING B CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY CAPITAL PARTNERS II, LP CENTRAL INDEX KEY: 0001456360 IRS NUMBER: 264048642 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 973-671-6100 MAIL ADDRESS: STREET 1: 51 JOHN F KENNEDY PARKWAY STREET 2: SUITE 200 CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: ENERGY CAPITAL PARTNERS II LP DATE OF NAME CHANGE: 20090213 SC 13G/A 1 a19-3763_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

ProPetro Holding Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74347M108

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 74347M108

Schedule 13G

Page 1 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 2 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II-A, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 3 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II-B, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 4 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II-C (Direct LP), LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 5 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II-D, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 6 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II (Midland Co-Invest), LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 7 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners GP II, LP

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
PN

 


 

CUSIP No. 74347M108

Schedule 13G

Page 8 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners GP II Co-Investment (Midland), LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 


 

CUSIP No. 74347M108

Schedule 13G

Page 9 of 15

 

 

1

Names of Reporting Persons
Energy Capital Partners II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
0%

 

 

12

Type of Reporting Person
OO (Delaware limited liability company)

 


 

CUSIP No. 74347M108

Schedule 13G

Page 10 of 15

 

Item 1.

 

(a)

Name of Issuer:

ProPetro Holding Corp. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
1760 South Midkiff, Bldg. B

Midland, Texas 79701

 

Item 2.

 

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  This statement is filed on behalf of:

 

Energy Capital Partners II, LP (“ECP II”)

Energy Capital Partners II-A, LP (“ECP II-A”)

Energy Capital Partners II-B, LP (“ECP II-B”)

Energy Capital Partners II-C (Direct LP), LP (“ECP II-C”)

Energy Capital Partners II-D, LP (“ECP II-D”)

Energy Capital Partners II (Midland Co-Invest), LP (“ECP Co-Invest”)

Energy Capital Partners GP II, LP (“ECP GP”)

Energy Capital Partners GP II Co-Investment (Midland), LLC (“ECP Co-Invest GP”)

Energy Capital Partners II, LLC (“Energy Capital Partners”)

 

(b)

Address or Principal Business Office:

The address of each of the Reporting Persons is c/o Energy Capital Partners II, LLC, 51 John F. Kennedy Parkway, Suite 200, Short Hills, NJ 07078.

 

(c)

Citizenship of each Reporting Person is:
Each of the Reporting Persons are organized in the State of Delaware.

 

(d)

Title of Class of Securities:
Common Stock, par value $0.001 per share (“Common Stock”).

 

(e)

CUSIP Number:
74347M108

 

Item 3.

 

 

Not applicable.

 


 

CUSIP No. 74347M108

Schedule 13G

Page 11 of 15

 

Item 4.

Ownership.

 

(a)

Amount beneficially owned:   

This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of September 24, 2018, the Reporting Persons do not beneficially own any Common Stock of the Issuer.

 

(b)

Percent of class:   

See Item 4(a) hereof.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

0

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 


 

CUSIP No. 74347M108

Schedule 13G

Page 12 of 15

 

Item 10.

Certification.

 

Not applicable.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:  January 31, 2019

 

 

ENERGY CAPITAL PARTNERS II, LP

 

By: Energy Capital Partners GP II, LP, its general partner

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS II-A, LP

 

By: Energy Capital Partners GP II, LP, its general partner

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS II-B, LP

 

By: Energy Capital Partners GP II, LP, its general partner

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS II-C (DIRECT LP), LP

 

By: Energy Capital Partners GP II, LP, its general partner

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 


 

CUSIP No. 74347M108

Schedule 13G

Page 13 of 15

 

 

ENERGY CAPITAL PARTNERS II-D, LP

 

By: Energy Capital Partners GP II, LP, its general partner

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS II (MIDLAND CO-INVEST), LP

 

By: Energy Capital Partners GP II Co-Investment (Midland), LLC, its general partner

 

By: Energy Capital Partners II, LLC, its sole member

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS GP II, LP

 

By: Energy Capital Partners II, LLC, its general partner

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 

 

 

 

 

ENERGY CAPITAL PARTNERS GP II CO-INVESTMENT (MIDLAND), LLC

 

By: Energy Capital Partners II, LLC, its sole member

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 


 

CUSIP No. 74347M108

Schedule 13G

Page 14 of 15

 

 

ENERGY CAPITAL PARTNERS II, LLC

 

 

 

 

 

 

By:

/s/ Christopher M. Leininger

 

Name: Christopher M. Leininger

 

Title:   Chief Legal Officer

 


 

CUSIP No. 74347M108

Schedule 13G

Page 15 of 15

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2018).