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