4//SEC Filing
R/C Energy IV Direct Partnership, L.P. 4
Accession 0000899243-18-001518
CIK 0001694028other
Filed
Jan 18, 7:00 PM ET
Accepted
Jan 19, 4:22 PM ET
Size
40.6 KB
Accession
0000899243-18-001518
Insider Transaction Report
Form 4
Riverstone/Carlyle Energy Partners IV, L.P.
Director10% Owner
Transactions
- Award
Class A Common Stock
2018-01-17+79,317→ 79,317 total - Award
Class A Common Stock
2018-01-17+15,560,022→ 15,560,022 total(indirect: See Footnotes) - Award
Class B Common Stock
2018-01-17+569,696→ 569,696 total - Award
Class B Common Stock
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−44,825$720,114→ 4,334,937 total(indirect: See Footnotes) - Disposition to Issuer
Units
2018-01-17+11,724→ 557,972 total→ Class A Common Stock (11,724 underlying) - Disposition to Issuer
Units
2018-01-17+647,374→ 30,810,350 total(indirect: See Footnotes)→ Class A Common Stock (647,374 underlying) - Award
Class A Common Stock
2018-01-17+4,379,762→ 4,379,762 total(indirect: See Footnotes) - Sale
Class A Common Stock
2018-01-17$16.07/sh−300,541$4,828,191→ 15,259,481 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−812$13,045→ 78,505 total - Disposition to Issuer
Class B Common Stock
2018-01-17−11,724→ 557,972 total - Disposition to Issuer
Class B Common Stock
2018-01-17−647,374→ 30,810,350 total(indirect: See Footnotes) - Award
Units
2018-01-17+569,696→ 569,696 total→ Class A Common Stock (569,696 underlying) - Award
Units
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes)→ Class A Common Stock (31,457,724 underlying)
R/C IV Liberty Holdings, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−812$13,045→ 78,505 total - Sale
Class A Common Stock
2018-01-17$16.07/sh−300,541$4,828,191→ 15,259,481 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2018-01-17−647,374→ 30,810,350 total(indirect: See Footnotes) - Award
Class B Common Stock
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes) - Award
Class A Common Stock
2018-01-17+79,317→ 79,317 total - Award
Class A Common Stock
2018-01-17+4,379,762→ 4,379,762 total(indirect: See Footnotes) - Award
Class A Common Stock
2018-01-17+15,560,022→ 15,560,022 total(indirect: See Footnotes) - Award
Class B Common Stock
2018-01-17+569,696→ 569,696 total - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−44,825$720,114→ 4,334,937 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2018-01-17−11,724→ 557,972 total - Award
Units
2018-01-17+569,696→ 569,696 total→ Class A Common Stock (569,696 underlying) - Disposition to Issuer
Units
2018-01-17+11,724→ 557,972 total→ Class A Common Stock (11,724 underlying) - Disposition to Issuer
Units
2018-01-17+647,374→ 30,810,350 total(indirect: See Footnotes)→ Class A Common Stock (647,374 underlying) - Award
Units
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes)→ Class A Common Stock (31,457,724 underlying)
R/C Energy IV Direct Partnership, L.P.
Director10% Owner
Transactions
- Award
Class A Common Stock
2018-01-17+79,317→ 79,317 total - Sale
Class A Common Stock
2018-01-17$16.07/sh−300,541$4,828,191→ 15,259,481 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2018-01-17−647,374→ 30,810,350 total(indirect: See Footnotes) - Award
Units
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes)→ Class A Common Stock (31,457,724 underlying) - Award
Class A Common Stock
2018-01-17+4,379,762→ 4,379,762 total(indirect: See Footnotes) - Award
Class A Common Stock
2018-01-17+15,560,022→ 15,560,022 total(indirect: See Footnotes) - Award
Class B Common Stock
2018-01-17+569,696→ 569,696 total - Award
Class B Common Stock
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−812$13,045→ 78,505 total - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−44,825$720,114→ 4,334,937 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2018-01-17−11,724→ 557,972 total - Award
Units
2018-01-17+569,696→ 569,696 total→ Class A Common Stock (569,696 underlying) - Disposition to Issuer
Units
2018-01-17+11,724→ 557,972 total→ Class A Common Stock (11,724 underlying) - Disposition to Issuer
Units
2018-01-17+647,374→ 30,810,350 total(indirect: See Footnotes)→ Class A Common Stock (647,374 underlying)
R/C Energy GP IV, LLC
Director10% Owner
Transactions
- Award
Class A Common Stock
2018-01-17+4,379,762→ 4,379,762 total(indirect: See Footnotes) - Award
Class A Common Stock
2018-01-17+15,560,022→ 15,560,022 total(indirect: See Footnotes) - Award
Class B Common Stock
2018-01-17+569,696→ 569,696 total - Award
Class B Common Stock
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes) - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−812$13,045→ 78,505 total - Sale
Class A Common Stock
2018-01-17$16.07/sh−300,541$4,828,191→ 15,259,481 total(indirect: See Footnotes) - Disposition to Issuer
Class B Common Stock
2018-01-17−11,724→ 557,972 total - Disposition to Issuer
Class B Common Stock
2018-01-17−647,374→ 30,810,350 total(indirect: See Footnotes) - Award
Units
2018-01-17+31,457,724→ 31,457,724 total(indirect: See Footnotes)→ Class A Common Stock (31,457,724 underlying) - Disposition to Issuer
Units
2018-01-17+647,374→ 30,810,350 total(indirect: See Footnotes)→ Class A Common Stock (647,374 underlying) - Award
Class A Common Stock
2018-01-17+79,317→ 79,317 total - Disposition to Issuer
Class A Common Stock
2018-01-17$16.07/sh−44,825$720,114→ 4,334,937 total(indirect: See Footnotes) - Award
Units
2018-01-17+569,696→ 569,696 total→ Class A Common Stock (569,696 underlying) - Disposition to Issuer
Units
2018-01-17+11,724→ 557,972 total→ Class A Common Stock (11,724 underlying)
Footnotes (12)
- [F1]Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated January 11, 2018, by and among Liberty Oilfield Services Inc. (the "Issuer"), such reporting person and the other parties thereto, based on the 5-day volume weighted average price of Class A Common Stock of at least $20 per share.
- [F10]The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date.
- [F11]Such reporting person holds a number of shares of Class B Common Stock of the Issuer equal to the number of Units held by such reporting person.
- [F12]Units held directly by R/C IV Liberty.
- [F2]By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein.
- [F3](Continued from footnote 2) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
- [F4]Shares held directly by R/C IV Liberty.
- [F5]Shares held directly by R/C Direct.
- [F6]Represents securities sold in connection with the exercise of the underwriters' over-allotment option in connection with the initial public offering of shares of Class A Common Stock of the Issuer.
- [F7]Represents the price to the public less underwriting discounts and commissions.
- [F8]Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.
- [F9]"Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.
Issuer
Liberty Oilfield Services Inc.
CIK 0001694028
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001539633
Filing Metadata
- Form type
- 4
- Filed
- Jan 18, 7:00 PM ET
- Accepted
- Jan 19, 4:22 PM ET
- Size
- 40.6 KB