4//SEC Filing
Wilks Dan H. 4
Accession 0000899243-21-027743
CIK 0001670349other
Filed
Jul 6, 8:00 PM ET
Accepted
Jul 7, 9:50 AM ET
Size
13.3 KB
Accession
0000899243-21-027743
Insider Transaction Report
Form 4
THRC Holdings, LP
10% Owner
Transactions
- Purchase
Class A Common Stock
2021-06-30$1.00/sh+200,909$200,909→ 200,909 total - Sale
16.0% Convertible Senior Secured PIK
2021-07-01From: 2021-06-24→ Class A Common Stock (12,755,102 underlying)
THRC Management, LLC
10% Owner
Transactions
- Purchase
Class A Common Stock
2021-06-30$1.00/sh+200,909$200,909→ 200,909 total - Sale
16.0% Convertible Senior Secured PIK
2021-07-01From: 2021-06-24→ Class A Common Stock (12,755,102 underlying)
Wilks Dan H.
10% Owner
Transactions
- Purchase
Class A Common Stock
2021-06-30$1.00/sh+200,909$200,909→ 200,909 total - Sale
16.0% Convertible Senior Secured PIK
2021-07-01From: 2021-06-24→ Class A Common Stock (12,755,102 underlying)
Wilks Staci
10% Owner
Transactions
- Purchase
Class A Common Stock
2021-06-30$1.00/sh+200,909$200,909→ 200,909 total - Sale
16.0% Convertible Senior Secured PIK
2021-07-01From: 2021-06-24→ Class A Common Stock (12,755,102 underlying)
Footnotes (4)
- [F1]THRC Holdings LP ("Holdings"), a Texas limited partnership, directly holds the securities of the Issuer. THRC Management, LLC ("Management") a Texas limited liability company, as General Partner of Holdings, has exclusive voting and investment power over the shares of Issuer's Common Stock held by Holdings, and therefore, may be deemed to beneficially own such shares. Dan H. Wilks, as sole Manager of Management, together with his spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment power over the securities directly owned by Holdings, and therefore, may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
- [F2]As reported on the Form 3 previously filed by the Reporting Persons, Holdings purchased an aggregate of $25,000,000 in principal amount of 16.0% Convertible Senior Secured (Third Lien) PIK Notes of the Issuer (the "Notes"), that are convertible into shares of Class A Common Stock, pursuant to the Note Purchase Agreement, dated June 24, 2021, by and among the Issuer, Holdings and the other purchasers party thereto (the "Note Purchase Agreement"). The Notes are convertible by Holdings at any time prior to the payment in full of all outstanding principle and interest due under the Notes.
- [F3]All or any portion of the Notes may be converted at the election of the holder thereof at any time into a number of shares Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $0.98, which such conversion price is subject to certain anti-dilution adjustments in accordance with its terms.
- [F4]This number represents the number of shares of Class A Common Stock issuable upon conversion of the Notes if the holder thereof elects to convert the Notes based on the principal amount of the Notes and the conversion price applicable to the Notes.
Documents
Issuer
U.S. WELL SERVICES, INC.
CIK 0001670349
Entity typeother
Related Parties
1- filerCIK 0001641792
Filing Metadata
- Form type
- 4
- Filed
- Jul 6, 8:00 PM ET
- Accepted
- Jul 7, 9:50 AM ET
- Size
- 13.3 KB