Sec Form 3 Filing - ANGELO GORDON & CO., L.P. @ U.S. WELL SERVICES, INC. - 2021-09-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ANGELO GORDON & CO., L.P. 2. Issuer Name and Ticker or Trading Symbol U.S. WELL SERVICES, INC. [ USWS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ANGELO, GORDON & CO., L.P., 245 PARK AVENUE, 26TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/13/2021 (Street) NEW YORK, NY10167 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Redeemable Convertible Preferred Stock $ 6.67 05/24/2020 ( 1 ) Class A Common Stock 1,000,416 I See Footnote ( 2 ) Convertible Senior Secured (Third Lien) PIK Note ( 3 ) 09/13/2021 06/05/2026 Class A Common Stock 9,500,000 I See Footnote ( 2 ) Convertible Senior Secured (Third Lien) PIK Note $ 1.25 ( 4 ) 09/13/2021 06/05/2026 Class A Common Stock 15,200,000 I See Footnote ( 2 ) Warrants for Class A Common Stock (Right to Buy) $ 7.66 11/24/2019 05/24/2025 Class A Common Stock 1,955,557 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ANGELO GORDON & CO., L.P. C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 X AG Energy Funding, LLC C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 X AG PARTNERS LLC C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 X Baumgarten Joshua C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 X SCHWARTZ ADAM R C/O ANGELO, GORDON & CO., L.P. 245 PARK AVENUE, 26TH FLOOR NEW YORK, NY10167 X Signatures /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P. 09/21/2021 Signature of Reporting Person Date /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Manager of AG Funding, LLC 09/21/2021 Signature of Reporting Person Date /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC 09/21/2021 Signature of Reporting Person Date /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten 09/21/2021 Signature of Reporting Person Date /s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz 09/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Redeemable Convertible Preferred Stock has no expiration date. ( 2 )These securities are held directly by AG Energy Funding, LLC ("AG Energy Funding") for which Angelo, Gordon & Co, L.P. ("Angelo Gordon") is the manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Scwhartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of U.S. Well Services, Inc. (the "Common Stock") equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $2, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note was not able to be converted unless the Issuer filed a listing application with the Nasdaq Capital Market and that application had been approved. Such application was approved on September 13, 2021. In addition, the convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or certain other Nasdaq rules. ( 4 )AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of Common Stock equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $1.25, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or shareholder approval limitations.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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