SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Blackstone Energy Partners NQ L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Custom Truck One Source, Inc. [ CTOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% Owner
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/16/2022 S 382,460 D $8.07(1) 0 I See Footnotes(2)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 472,446 D $8.07(1) 0 I See Footnotes(3)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 45,860 D $8.07(1) 0 I See Footnotes(4)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 23,457 D $8.07(1) 0 I See Footnotes(5)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 455,487 D $8.07(1) 0 I See Footnotes(6)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 466,472 D $8.07(1) 0 I See Footnotes(7)(9)(10)(11)(12)(13)
Common Stock 02/16/2022 S 2,264 D $8.07(1) 0 I See Footnotes(8)(9)(10)(11)(12)(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Blackstone Energy Partners NQ L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BEP CTOS Holdings L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Energy Family Investment Partnership SMD L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Energy Family Investment Partnership NQ ESC L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Capital Partners VI-NQ L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BCP CTOS Holdings L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Family Investment Partnership VI-NQ ESC L.P.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone Energy Management Associates NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Blackstone EMA-NQ L.L.C.

(Last) (First) (Middle)
C/O BLACKSTONE INC.
345 PARK AVENUE

(Street)
NEW YORK NY 10154

(City) (State) (Zip)
Explanation of Responses:
1. This amount represents the price per share of common stock, par value $0.0001 per share ("Common Stock"), of Custom Truck One Source, Inc. (the "Issuer") sold in a transaction exempt from registration pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended.
2. Reflects shares of Common Stock directly held by Blackstone Energy Partners NQ L.P. ("BEP NQ").
3. Reflects shares of Common Stock directly held by BEP CTOS Holdings L.P. ("BEP CTOS").
4. Reflects shares of Common Stock directly held by Blackstone Energy Family Investment Partnership SMD L.P. ("BE SMD").
5. Reflects shares of Common Stock directly held by Blackstone Energy Family Investment Partnership NQ ESC L.P. ("BE NQ").
6. Reflects shares of Common Stock directly held by Blackstone Capital Partners VI-NQ L.P. ("BCP VI-NQ").
7. Reflects shares of Common Stock directly held by BCP CTOS Holdings L.P. ("BCP CTOS").
8. Reflects shares of Common Stock directly held by Blackstone Family Investment Partnership VI-NQ ESC L.P. ("BE FIP").
9. Blackstone Energy Management Associates NQ L.L.C. ("BEMA") is the general partner of BEP NQ and BEP CTOS. Blackstone EMA-NQ L.L.C. ("BEMA NQ") is the managing member of BEMA. BEP Side-by-Side GP NQ L.L.C. ("BEP GP") is the general partner of BE NQ. Blackstone Management Associates VI-NQ L.L.C. ("BMA NQ") is the general partner of BCP VI-NQ and BCP CTOS. BMA VI-NQ L.L.C. ("BMA VI-NQ") is the managing member of BMA NQ. Blackstone Family GP L.L.C. ("BS GP") is the general partner of BE SMD. BS GP is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. BCP VI-NQ Side-by-Side GP L.L.C. ("BCP GP") is the general partner of BE FIP.
10. Blackstone Holdings III L.P. ("Holdings III") is the sole member of each of BEMA NQ, BEP GP and BMA VI-NQ. The general partner of Holdings III is Blackstone Holdings III GP L.P. ("Holdings III GP"). The general partner of Holdings III GP is Blackstone Holdings III GP Management L.L.C ("Holdings III GP Management"). Blackstone Holdings II L.P. ("Holdings II") is the sole member of BCP GP. Blackstone Holdings I/II GP L.L.C. ("Holdings I/II GP") is the general partner of Holdings II. Blackstone Inc. ("Blackstone") is the sole member of Holdings III GP Management and Holdings I/II GP. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. ("BS Group Management"). BS Group Management is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
11. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
12. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
13. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose or that the Reporting Persons are subject to Section 16 of the Exchange Act.
Remarks:
Form 1 of 3
BLACKSTONE ENERGY PARTNERS NQ L.P., By: Blackstone Energy Management Associates NQ L.L.C., its general partner, By: Blackstone EMA-NQ L.L.C., its managing member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BEP CTOS HOLDINGS L.P., By: Blackstone Energy Management Associates NQ L.L.C., its general partner, By: Blackstone EMA-NQ L.L.C., its managing member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BLACKSTONE ENERGY FAMILY INVESTMENT PARTNERSHIP SMD L.P., By: Blackstone Family GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 02/18/2022
BLACKSTONE ENERGY FAMILY INVESTMENT PARTNERSHIP NQ ESC L.P., By: BEP Side-by-Side GP NQ L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BLACKSTONE CAPITAL PARTNERS VI-NQ L.P., By: Blackstone Management Associates VI-NQ L.L.C., its general partner, By: BMA VI-NQ L.L.C., its managing member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BCP CTOS HOLDINGS L.P., By: Blackstone Management Associates VI-NQ L.L.C., its general partner, By: BMA VI-NQ L.L.C., its managing member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI-NQ ESC L.P., By: BCP VI-NQ Side-by-Side GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BLACKSTONE ENERGY MANAGEMENT ASSOCIATES NQ L.L.C., By: Blackstone EMA-NQ L.L.C., its managing member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
BLACKSTONE EMA-NQ L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Person 02/18/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.