4//SEC Filing
Riverstone/Carlyle Energy Partners IV, L.P. 4
Accession 0001567619-19-020675
CIK 0001694028other
Filed
Nov 6, 7:00 PM ET
Accepted
Nov 7, 4:39 PM ET
Size
41.1 KB
Accession
0001567619-19-020675
Insider Transaction Report
Form 4
Riverstone/Carlyle Energy Partners IV, L.P.
Director10% Owner
Transactions
- Award
Class A Common Stock
2019-11-05−4,016,965→ 6,603,309 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−4,016,965$38,603,034→ 2,586,344 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2019-11-05−4,016,965→ 21,204,564 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−1,733,035$16,654,466→ 10,264,088 total(indirect: See footnotes) - Disposition to Issuer
Units
2019-11-05+4,016,965→ 21,204,564 total(indirect: See footnotes)→ Class A Common Stock (4,016,965 underlying)
R/C IV Liberty Holdings, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Class B Common Stock
2019-11-05−4,016,965→ 21,204,564 total(indirect: See footnotes) - Award
Class A Common Stock
2019-11-05−4,016,965→ 6,603,309 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−1,733,035$16,654,466→ 10,264,088 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−4,016,965$38,603,034→ 2,586,344 total(indirect: See footnotes) - Disposition to Issuer
Units
2019-11-05+4,016,965→ 21,204,564 total(indirect: See footnotes)→ Class A Common Stock (4,016,965 underlying)
R/C Energy GP IV, LLC
Director10% Owner
Transactions
- Award
Class A Common Stock
2019-11-05−4,016,965→ 6,603,309 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−4,016,965$38,603,034→ 2,586,344 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−1,733,035$16,654,466→ 10,264,088 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2019-11-05−4,016,965→ 21,204,564 total(indirect: See footnotes) - Disposition to Issuer
Units
2019-11-05+4,016,965→ 21,204,564 total(indirect: See footnotes)→ Class A Common Stock (4,016,965 underlying)
R/C Energy IV Direct Partnership, L.P.
Director10% Owner
Transactions
- Sale
Class A Common Stock
2019-11-05$9.61/sh−1,733,035$16,654,466→ 10,264,088 total(indirect: See footnotes) - Sale
Class A Common Stock
2019-11-05$9.61/sh−4,016,965$38,603,034→ 2,586,344 total(indirect: See footnotes) - Award
Class A Common Stock
2019-11-05−4,016,965→ 6,603,309 total(indirect: See footnotes) - Disposition to Issuer
Class B Common Stock
2019-11-05−4,016,965→ 21,204,564 total(indirect: See footnotes) - Disposition to Issuer
Units
2019-11-05+4,016,965→ 21,204,564 total(indirect: See footnotes)→ Class A Common Stock (4,016,965 underlying)
Footnotes (9)
- [F1]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
- [F2](Continued from footnote 1) 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.
- [F3]Shares held directly by R/C Direct.
- [F4]Shares held directly by R/C IV Liberty.
- [F5]Riverstone/Carlyle RP IV directly holds no shares.
- [F6]Represents securities issued in redemption of the parallel Units (as defined below).
- [F7]Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.
- [F8]"Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.
- [F9]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.
Issuer
Liberty Oilfield Services Inc.
CIK 0001694028
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001534496
Filing Metadata
- Form type
- 4
- Filed
- Nov 6, 7:00 PM ET
- Accepted
- Nov 7, 4:39 PM ET
- Size
- 41.1 KB