0000899243-21-036772.txt : 20210921 0000899243-21-036772.hdr.sgml : 20210921 20210921161259 ACCESSION NUMBER: 0000899243-21-036772 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210913 FILED AS OF DATE: 20210921 DATE AS OF CHANGE: 20210921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO., L.P. CENTRAL INDEX KEY: 0000860662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211266599 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212.692.2010 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER NAME: FORMER CONFORMED NAME: ANGELO GORDON & CO LP/NY DATE OF NAME CHANGE: 19990402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AG PARTNERS LLC CENTRAL INDEX KEY: 0001064683 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211266597 BUSINESS ADDRESS: STREET 1: C/O ANGELO GORDON & CO STREET 2: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 692 2000 MAIL ADDRESS: STREET 1: C/O ANGELO GORDON & CO STREET 2: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 FORMER NAME: FORMER CONFORMED NAME: AG PARTNERS LP DATE OF NAME CHANGE: 19980623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ ADAM R CENTRAL INDEX KEY: 0001872317 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211266595 MAIL ADDRESS: STREET 1: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baumgarten Joshua CENTRAL INDEX KEY: 0001320216 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211266596 MAIL ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 19809 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AG Energy Funding, LLC CENTRAL INDEX KEY: 0001813673 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38025 FILM NUMBER: 211266598 BUSINESS ADDRESS: STREET 1: C/O ANGELO, GORDON & CO., L.P. STREET 2: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 692 2000 MAIL ADDRESS: STREET 1: C/O ANGELO, GORDON & CO., L.P. STREET 2: 245 PARK AVENUE, 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 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 2021-09-13 0 0001670349 U.S. WELL SERVICES, INC. USWS 0000860662 ANGELO GORDON & CO., L.P. C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK NY 10167 0 0 1 0 0001813673 AG Energy Funding, LLC C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK NY 10167 0 0 1 0 0001064683 AG PARTNERS LLC C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK NY 10167 0 0 1 0 0001320216 Baumgarten Joshua C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK NY 10167 0 0 1 0 0001872317 SCHWARTZ ADAM R C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK NY 10167 0 0 1 0 Series A Redeemable Convertible Preferred Stock 6.67 2020-05-24 Class A Common Stock 1000416 I See Footnote Convertible Senior Secured (Third Lien) PIK Note 2021-09-13 2026-06-05 Class A Common Stock 9500000 I See Footnote Convertible Senior Secured (Third Lien) PIK Note 1.25 2021-09-13 2026-06-05 Class A Common Stock 15200000 I See Footnote Warrants for Class A Common Stock (Right to Buy) 7.66 2019-11-24 2025-05-24 Class A Common Stock 1955557 I See Footnote The Series A Redeemable Convertible Preferred Stock has no expiration date. These securities are held directly by AG Energy Funding, LLC ("AG Energy Funding") for which Angelo, Gordon & Co, L.P. ("Angelo Gordon") is the manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Scwhartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of U.S. Well Services, Inc. (the "Common Stock") equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $2, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note was not able to be converted unless the Issuer filed a listing application with the Nasdaq Capital Market and that application had been approved. Such application was approved on September 13, 2021. In addition, the convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or certain other Nasdaq rules. AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of Common Stock equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $1.25, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or shareholder approval limitations. /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P. 2021-09-21 /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Manager of AG Funding, LLC 2021-09-21 /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC 2021-09-21 /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten 2021-09-21 /s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz 2021-09-21