4//SEC Filing
Klein Adam J 4
Accession 0000950103-22-005777
CIK 0001670349other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 9:03 PM ET
Size
29.4 KB
Accession
0000950103-22-005777
Insider Transaction Report
Form 4
Crestview Partners III GP, L.P.
Director10% Owner
Transactions
- Award
Warrants (right to buy)
2022-03-31+177,778→ 2,666,668 total(indirect: See footnote)→ Class A Common Stock
Crestview III USWS TE, LLC
Director10% Owner
Transactions
- Award
Warrants (right to buy)
2022-03-31+177,778→ 2,666,668 total(indirect: See footnote)→ Class A Common Stock
Crestview III USWS, L.P.
Director10% Owner
Transactions
- Award
Warrants (right to buy)
2022-03-31+177,778→ 2,666,668 total(indirect: See footnote)→ Class A Common Stock
Klein Adam J
Director
Transactions
- Award
Warrants (right to buy)
2022-03-31+177,778→ 2,666,668 total(indirect: See footnote)→ Class A Common Stock
Footnotes (7)
- [F1]Reflects the issuance of 177,778 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities") on March 31, 2022 in accordance with that certain Purchase Agreement dated as of May 24, 2019 (the "Series A Purchase Agreement") and pursuant to the Warrant Agreement contemplated by the Series A Purchase Agreement (the "Warrant Agreement").
- [F2]In accordance with the Warrant Agreement, the exercise price of the Warrants is $26.81, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement.
- [F3]All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Crestview Entities at any time prior to expiration in accordance with the terms of the Warrant Agreement. All of the Warrants expire on November 25, 2025.
- [F4]Upon exercise by the Crestview Entities, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise.
- [F5]As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will (i) the 177,778 Warrants issued to the Crestview Entities on March 31, 2022 be exercisable for more than 50,795 shares of Class A Common Stock (subject to certain rounding adjustments) and (ii) the 2,488,890 Warrants previously issued to the Crestview Entities be issuable for more than 711,113 shares of Class A Common Stock (subject to certain rounding adjustments), in each case subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the Warrant Agreement.
- [F6]Reflects (i) 1,066,666 Warrants issued to the Crestview Entities on May 24, 2019 and (ii) 177,778 additional Warrants issued to the Crestview Entities on each of March 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, December 31, 2021 and March 31, 2022, in each case in accordance with the Series A Purchase Agreement and the Warrant Agreement. Pursuant to the Series A Purchase Agreement, for so long as there are issued and outstanding shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares"), the Issuer is required to issue to the Crestview Entities 177,778 Warrants on a quarterly basis beginning on March 31, 2020 and thereafter for a total of up to nine such issuances. The March 31, 2022 issuance reported herein was the ninth and final of such issuances.
- [F7]Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
Issuer
U.S. WELL SERVICES, INC.
CIK 0001670349
Entity typeother
Related Parties
1- filerCIK 0001483298
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 9:03 PM ET
- Size
- 29.4 KB