0000899243-20-020747.txt : 20200730 0000899243-20-020747.hdr.sgml : 20200730 20200730181444 ACCESSION NUMBER: 0000899243-20-020747 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200728 FILED AS OF DATE: 20200730 DATE AS OF CHANGE: 20200730 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Christopher J. CENTRAL INDEX KEY: 0001714015 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38383 FILM NUMBER: 201060770 MAIL ADDRESS: STREET 1: C/O QUINTANA ENERGY SERVICES STREET 2: 1415 LOUISIANA STREET, SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Quintana Energy Services Inc. CENTRAL INDEX KEY: 0001704235 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1415 LOUISIANA STREET STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-751-7585 MAIL ADDRESS: STREET 1: 1415 LOUISIANA STREET STREET 2: SUITE 2900 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Quintana Energy Services, Inc. DATE OF NAME CHANGE: 20170419 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-07-28 1 0001704235 Quintana Energy Services Inc. "QES" 0001714015 Baker Christopher J. 1415 LOUISIANA STREET, SUITE 2900 HOUSTON TX 77002 0 1 0 0 President and CEO Common stock 2020-07-28 4 M 0 54254 A 266352 D Common stock 2020-07-28 4 F 0 21349 D 245004 D Common stock 2020-07-28 4 D 0 245004 D 0 D Phantom Unit 2020-07-28 4 M 0 54254 D Common Stock 54254 0 D Restricted Stock Unit 2020-07-28 4 D 0 299844 D Common Stock 299844 0 D Performance Share Unit 2020-07-28 4 A 0 313748 A Common Stock 313748 368157 D Performance Share Unit 2020-07-28 4 D 0 368157 D Common Stock 368157 0 D On July 28, 2020, pursuant to the Agreement and Plan of Merger, dated May 3, 2020 (the "Merger Agreement"), by and among Quintana Energy Services Inc. ("QES"), KLX Energy Services Holdings, Inc. ("KLXE"), Krypton Intermediate LLC, and Kypton Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into QES (the "Merger"), with QES surviving the Merger as the wholly owned subsidiary of KLXE. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of QES's common stock was converted into, and became exchangeable for, 0.0969 shares of KLXE common stock. On July 27, 2020 (the last trading day prior to consummation of the Merger and KLXE's 1-for-5 reverse stock split), the closing price of one share of KLXE common stock was $2.00 and the closing price of one share of QES common stock was $0.93. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES phantom unit became fully vested and was cancelled and converted into the right to receive 0.0969 shares of KLXE common stock. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES restricted stock unit award subject to time-based vesting was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES restricted stock units multiplied by 0.0969. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES restricted stock unit award. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding QES performance share unit award was cancelled and converted into a KLXE restricted stock unit award equal to the number of outstanding QES performance share units that were earned based on actual achievement of the applicable performance goals in accordance with the Merger Agreement multiplied by 0.0969. (Continued from Footnote 4) With respect to such KLXE restricted stock unit award, the portion based on a QES performance share unit award granted in 2019 determined to have been earned based on discretionary performance goals and the portion based on a QES performance share unit award granted in 2020 subject to a strategic performance goals, in each case, will be settled in cash following the vesting of such KLXE restricted stock unit. The KLXE restricted stock unit award will otherwise continue on the same terms and conditions as were applicable to the QES performance share unit award (other than any performance-based vesting conditions). /s/ Max L. Bouthillette, attorney-in-fact 2020-07-28