| Item 1. | |
| (a) | Name of issuer:
Patterson-UTI Energy, Inc. |
| (b) | Address of issuer's principal executive offices:
10713 W. Sam Houston Parkway N., Suite 800, Houston, TX 77064 |
| 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:
(i) BEP Diamond Topco L.P.
(ii) BEP Diamond Topco LLC
(iii) BEP Diamond Aggregator L.P.
(iv) BCP VII/BEP II Holdings Manager L.L.C.
(v) Blackstone Energy Management Associates II L.L.C.
(vi) Blackstone Management Associates VII L.L.C.
(vii) BMA VII L.L.C.
(viii) Blackstone EMA II L.L.C.
(ix) Blackstone Holdings III L.P.
(x) Blackstone Holdings III GP L.P.
(xi) Blackstone Holdings III GP Management L.L.C.
(xii) Blackstone Inc.
(xiii) Blackstone Group Management L.L.C.
(xiv) Stephen A. Schwarzman
BEP Diamond Topco LLC is the general partner of BEP Diamond Topco L.P. BEP Diamond Aggregator L.P. holds a majority of the limited liability company interests in BEP Diamond Topco LLC, and has the power to appoint the majority of the members of the board of managers of BEP Diamond Topco LLC.
BCP VII/BEP II Holdings Manager L.L.C. is the general partner of BEP Diamond Aggregator L.P. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. Blackstone Holdings III L.P. is the managing member of each of BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P.
Blackstone Inc. is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone Inc.'s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each Reporting Person may be deemed to beneficially own the Common Stock, $0.01 par value ("Common Stock") of Patterson-UTI Energy, Inc. (the "Issuer") beneficially owned by entities directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than BEP Diamond Topco L.P. and BEP Diamond Aggregator L.P. to the extent it directly holds Issuer securities reported herein) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Common Stock. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a "group" for the purposes of Sections 13(d) and 13(g) of the Act. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is c/o Blackstone Inc., 345 Park Avenue, New York, NY 10154. |
| (c) | Citizenship:
See Item 4 of each cover page. |
| (d) | Title of class of securities:
Common Stock, $0.01 Par Value |
| (e) | CUSIP No.:
703481101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned are based on 385,987,026 shares of Common Stock outstanding as of April 23, 2025, as disclosed by the Issuer in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on April 29, 2025. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person's cover page.
As of June 30, 2025, BEP Diamond Aggregator L.P. directly holds 25,958,752 shares of Common Stock, and BEP Diamond Topco L.P. maintains sole voting power and shared dispositive power with respect to 2,102,773 shares of Common Stock held in escrow until such shares are released to BEP Diamond Topco L.P.'s designee or the designee of the Issuer, as applicable, in each case in accordance with the terms of the Agreement and Plan of Merger, dated as of July 3, 2023. |
| (b) | Percent of class:
As of June 30, 2025, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person's cover page. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See each cover page hereof.
|
| | (ii) Shared power to vote or to direct the vote:
See each cover page hereof.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)