4//SEC Filing
Klein Adam J 4
Accession 0000950103-22-019183
CIK 0001670349other
Filed
Nov 2, 8:00 PM ET
Accepted
Nov 3, 7:35 PM ET
Size
39.2 KB
Accession
0000950103-22-019183
Insider Transaction Report
Form 4
Crestview Partners III GP, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Class A common stock
2022-11-01−15,482,411→ 0 total(indirect: See footnote) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−172,620→ 0 total(indirect: See footnote)Exercise: $241.50→ Class A Common Stock (172,620 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+5,734,565→ 9,033,967 total(indirect: See footnote) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−118,519→ 0 total(indirect: See footnote)Exercise: $160.86→ Class A Common Stock (118,519 underlying) - Exercise/Conversion
16.0% Convertible Senior Secured PIK Note
2022-11-01−6,448,444→ 0 total(indirect: See footnote)→ Class A Common Stock (6,448,444 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+6,448,444→ 15,482,411 total(indirect: See footnote) - Exercise/Conversion
Series A Redeemable Convertible Preferred Stock
2022-11-01−5,734,565→ 0 total(indirect: See footnote)→ Class A Common Stock (5,734,565 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−6,976,744→ 0 total(indirect: See footnote)Exercise: $1.10→ Class A Common Stock (6,976,744 underlying)
Crestview III USWS TE, LLC
Director10% Owner
Transactions
- Exercise/Conversion
16.0% Convertible Senior Secured PIK Note
2022-11-01−6,448,444→ 0 total(indirect: See footnote)→ Class A Common Stock (6,448,444 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−172,620→ 0 total(indirect: See footnote)Exercise: $241.50→ Class A Common Stock (172,620 underlying) - Disposition to Issuer
Class A common stock
2022-11-01−15,482,411→ 0 total(indirect: See footnote) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−6,976,744→ 0 total(indirect: See footnote)Exercise: $1.10→ Class A Common Stock (6,976,744 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+5,734,565→ 9,033,967 total(indirect: See footnote) - Exercise/Conversion
Series A Redeemable Convertible Preferred Stock
2022-11-01−5,734,565→ 0 total(indirect: See footnote)→ Class A Common Stock (5,734,565 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−118,519→ 0 total(indirect: See footnote)Exercise: $160.86→ Class A Common Stock (118,519 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+6,448,444→ 15,482,411 total(indirect: See footnote)
Crestview III USWS, L.P.
Director10% Owner
Transactions
- Exercise/Conversion
16.0% Convertible Senior Secured PIK Note
2022-11-01−6,448,444→ 0 total(indirect: See footnote)→ Class A Common Stock (6,448,444 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−172,620→ 0 total(indirect: See footnote)Exercise: $241.50→ Class A Common Stock (172,620 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+5,734,565→ 9,033,967 total(indirect: See footnote) - Exercise/Conversion
Class A common stock
2022-11-01+6,448,444→ 15,482,411 total(indirect: See footnote) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−118,519→ 0 total(indirect: See footnote)Exercise: $160.86→ Class A Common Stock (118,519 underlying) - Disposition to Issuer
Class A common stock
2022-11-01−15,482,411→ 0 total(indirect: See footnote) - Exercise/Conversion
Series A Redeemable Convertible Preferred Stock
2022-11-01−5,734,565→ 0 total(indirect: See footnote)→ Class A Common Stock (5,734,565 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−6,976,744→ 0 total(indirect: See footnote)Exercise: $1.10→ Class A Common Stock (6,976,744 underlying)
Klein Adam J
Director
Transactions
- Disposition to Issuer
Class A common stock
2022-11-01−15,482,411→ 0 total(indirect: See footnote) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−118,519→ 0 total(indirect: See footnote)Exercise: $160.86→ Class A Common Stock (118,519 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−6,976,744→ 0 total(indirect: See footnote)Exercise: $1.10→ Class A Common Stock (6,976,744 underlying) - Disposition to Issuer
Warrants (Right to Buy)
2022-11-01−172,620→ 0 total(indirect: See footnote)Exercise: $241.50→ Class A Common Stock (172,620 underlying) - Exercise/Conversion
16.0% Convertible Senior Secured PIK Note
2022-11-01−6,448,444→ 0 total(indirect: See footnote)→ Class A Common Stock (6,448,444 underlying) - Exercise/Conversion
Class A common stock
2022-11-01+6,448,444→ 15,482,411 total(indirect: See footnote) - Exercise/Conversion
Class A common stock
2022-11-01+5,734,565→ 9,033,967 total(indirect: See footnote) - Exercise/Conversion
Series A Redeemable Convertible Preferred Stock
2022-11-01−5,734,565→ 0 total(indirect: See footnote)→ Class A Common Stock (5,734,565 underlying)
Footnotes (7)
- [F1]Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (collectively, the "Crestview Entities") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($6,996,169) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, Profrac Holding Corp and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement").
- [F2]Reflects the conversion of 16.0% Convertible Senior Secured PIK Note of the Issuer held by the Crestview Entities into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 $47,202,596, and (ii) $7.32 pursuant to the Merger Agreement.
- [F3]Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by the Crestview Entities into 0.3366 shares of Class A Common Stock of Profrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
- [F4]Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $717.47 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
- [F5]Reflects the conversion of warrants of the Issuer held by the Crestview Entities pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
- [F6]Reflects the disposition of warrants of the Issuer held by the Crestview Entities to Profrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022 was $22.08 per share.
- [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 HOLDINGS, LLC
CIK 0001670349
Entity typeother
Related Parties
1- filerCIK 0001483298
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 8:00 PM ET
- Accepted
- Nov 3, 7:35 PM ET
- Size
- 39.2 KB