UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~Earliest~~the ~~Event~~Securities ~~Reported):~~Exchange ~~June~~Act ~~28,~~of ~~2019~~1934

~~C&J~~July ~~Energy Services~~18, ~~Inc. (Exact Name of Registrant as Specified in Charter)~~2019

Date of Report (Date of earliest event reported)

C&J Energy Services, Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-38023	81-4808566
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~3990~~43990 Rogerdale Rd. ~~Houston,~~ ~~Texas 77042 (Address of Principal Executive Offices)~~

Houston, Texas 77042

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (713) 325-6000

N/A (Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

1o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨o Pre-commencement ~~Soliciting~~communications ~~material~~ pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

¨ o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

¨Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~13e-4~~12(cb) ~~under~~of the ~~Exchange~~ Act ~~(17 CFR 240.13e-4(c))~~:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, Par value $0.01 per share	CJ	New York Stock Exchange

Common stock, Par value $0.01 per share	CJ	The New York Stock Exchange
(Title of each class)	(Trading Symbol)	(Name of exchange on which registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

~~Indicate~~Emerging ~~by check mark whether the registrant is an emerging~~ growth company ~~as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).~~ o

~~Emerging~~If an emerging growth company ¨, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

IfItem an8.01 Other emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ActEvents. ¨

2On July 18, 2019, C&J Energy Services, Inc. (“C&J”) received notification of early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the proposed merger of equals (the “proposed merger”) between C&J and Keane Group, Inc. (“Keane”). The termination satisfies one of the conditions to the closing of the proposed merger.

~~Item~~Important ~~5.02~~Additional ~~Departure~~Information ofRegarding ~~Directors~~the orMerger ~~Certain Officers; Election~~ of ~~Directors;~~Equals ~~Appointment~~Will ofBe ~~Certain~~Filed ~~Officers;~~With ~~Compensatory~~the ~~Arrangements of Certain Officers.~~SEC

OnIn ~~Friday,~~connection ~~June~~with ~~28,~~the ~~2019~~proposed merger, ~~the~~Keane ~~Board~~has filed a registration statement on Form S 4 that includes a joint proxy statement of ~~Directors~~Keane and C&J that also constitutes a prospectus of Keane with the Securities and Exchange Commission (the “~~Board~~SEC”). Each of Keane and C&J ~~Energy~~have ~~Services,~~also ~~Inc.~~filed (other relevant documents with the ~~“Company”)~~SEC ~~increased~~regarding the ~~size~~proposed transaction. No offering of ~~the~~securities ~~Board~~shall ~~from~~be ~~seven~~made, ~~members~~except toby ~~eight~~means ~~members~~of ~~and~~a ~~appointed~~prospectus ~~Amy~~meeting ~~Nelson~~the torequirements of Section 10 of the ~~newly~~Securities ~~created~~Act ~~vacant~~of ~~seat~~1933, ~~such~~as ~~appointment~~amended. toINVESTORS beAND ~~effective~~STOCKHOLDERS ~~July~~ARE 1URGED TO READ THE REGISTRATION STATEMENT, ~~2019.~~JOINT MsPROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. ~~Nelson~~Investors ~~will~~and ~~serve~~stockholders asmay aobtain ~~member~~free copies of ~~the~~these ~~Board~~documents asand aother ~~Class~~documents Icontaining ~~Director,~~important information about Keane and ~~hold~~C&J ~~such~~through ~~office~~the ~~until~~website ~~such~~maintained ~~time~~by asthe ~~all~~SEC ~~Class~~at Ihttp://www.sec.gov. ~~Directors~~Copies ~~are~~of ~~subject~~the todocuments ~~election~~filed atwith the ~~2021~~SEC ~~annual~~by ~~meeting~~Keane are available free of ~~stockholders~~charge on Keane’s website at http://www.keanegrp.com or by contacting Keane’s Investor Relations Department by email at investors@keanegrp.com or by phone at 281-929-0370. Copies of the ~~Company~~documents orfiled ~~until~~with the ~~time~~SEC ~~that~~by ~~her~~C&J ~~successor~~are isavailable ~~chosen~~free ~~and~~of ~~qualified~~charge on C&J’s website at www.cjenergy.com or ~~her~~by ~~death,~~contacting ~~resignation~~C&J’s Investor Relations Department by email at investors@cjenergy.com or ~~removal~~by phone at 713-260-9986.

~~Amy~~Participants ~~H. Nelson, 50, is the president of Greenridge Advisors, LLC, which she founded~~ in ~~2007 as an energy services and equipment consulting firm focused on~~ the development, execution, and financing of growth strategies. Ms. Nelson advises her clients on strategy development, capital allocation, acquisition evaluation and infrastructure development. Her clients span a broad range of oilfield service, product and geographic markets. Ms. Nelson has been a member of Apache Corporation’s board of directors since 2014, including service on its audit committee and nominating and governance committee. Solicitation

~~From~~C&J, ~~2000~~Keane and certain of their respective directors and executive officers may be deemed to ~~2007,~~be Msparticipants in the solicitation of proxies in respect of the proposed transaction. ~~Nelson~~Information ~~served~~about asthe adirectors ~~vice~~and ~~president~~executive officers of ~~SCF~~C&J ~~Partners~~is set forth in its proxy statement for its 2019 annual meeting of shareholders, anwhich ~~oilfield~~was ~~service~~filed with the SEC on April 9, 2019, and ~~equipment~~C&J’s Annual Report on Form 10-~~focused~~K ~~private~~for ~~equity~~the ~~firm~~fiscal year ended December 31, ~~where~~2018, ~~she~~which ~~concentrated~~was filed with the SEC on ~~investment~~February ~~strategy~~27, ~~investment~~2019. ~~execution~~Information about the directors and ~~portfolio~~executive ~~company~~officers ~~management.~~of ~~From~~Keane ~~1992~~is toset ~~1998,~~forth ~~Ms.~~in ~~Nelson~~Keane’s ~~worked~~proxy statement for ~~Amoco~~its ~~Production~~2019 ~~Company~~annual inmeeting ~~planning~~of shareholders, ~~project~~which ~~management~~was filed with the SEC on April 1, 2019, and ~~engineering~~Keane’s ~~roles.~~Annual ~~She~~Report ~~received~~on aForm B10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 27, 2019.S. Other information regarding the participants in ~~Mechanical~~the ~~Engineering~~proxy solicitations and ~~B.A.~~a description of their direct and indirect interests, by security holdings or otherwise, is contained in ~~Economics~~the ~~from~~joint ~~Rice~~proxy ~~University~~statement/prospectus and another ~~MBA~~relevant materials filed with ~~Distinction~~the SEC regarding the proposed merger. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from ~~Harvard~~C&J ~~University~~or Keane using the sources indicated above.

~~Ms.~~No ~~Nelson’s~~Offer ~~experiences~~or have provided her with valuable insight into company strategy, capital allocation, and the assessment and management of risks faced by oilfield service companies, and her strategic focus and extensive experience, knowledge and passion for our industry reinforces why she will be an outstanding addition to the C&J Board.Solicitation

~~For~~This ~~her~~document ~~service~~is not intended to and does not constitute an offer to sell or the ~~Board~~solicitation inof ~~2019,~~an ~~Ms.~~offer ~~Nelson~~to ~~will~~subscribe ~~receive:~~for ~~(i)~~or ~~cash~~buy ~~compensation~~or inan invitation to purchase or subscribe for any securities or the ~~amount~~solicitation of ~~$43~~any vote in any jurisdiction pursuant to the proposed transaction or otherwise,~~750,~~ ~~representing~~nor ashall ~~pro-rated~~there ~~amount~~be any sale, issuance or transfer of ~~the~~securities ~~cash~~in ~~compensation~~any ~~portion~~jurisdiction in contravention of applicable law. Subject to certain exceptions to be approved by the ~~2019~~relevant ~~director~~regulators ~~compensation~~or ~~program;~~certain ~~and~~facts ~~(ii)~~to be ascertained, the ~~grant~~public ofoffer awill ~~restricted~~not ~~stock~~be ~~award~~made directly or indirectly, ~~subject~~in or into any jurisdiction where to do so would constitute a ~~one-year~~violation ~~cliff~~of ~~vesting~~the ~~period~~laws of such jurisdiction, ~~under~~or by use of the ~~Company’s~~mails ~~2017~~or ~~Management~~by ~~Incentive~~any ~~Plan~~means or instrumentality (including without limitation, ~~with~~facsimile atransmission, ~~grant~~telephone ~~date~~and the internet) of ~~July~~interstate 1,or ~~2019~~foreign commerce, inor ~~the~~any ~~amount~~facility of ~~$135~~a national securities exchange,~~000~~ of any such jurisdiction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	C&J ENERGY SERVICES, INC.
	C&J Energy Services, Inc.
July 1, 2019
Dated: July 19, 2019	By:	/s/ Danielle Hunter
	By:	/s/ Danielle Hunter
	Name:	Danielle Hunter
	Title:	Executive Vice President, General Counsel, Chief Risk and Compliance Officer and Corporate Secretary
		Chief Risk and Compliance Officer and
		Corporate Secretary

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