Sec Form 4 Filing - Mammoth Energy Holdings LLC @ Mammoth Energy Services, Inc. - 2016-10-19

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Mammoth Energy Holdings LLC 2. Issuer Name and Ticker or Trading Symbol Mammoth Energy Services, Inc. [ TUSK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WEXFORD CAPITAL LP, 411 WEST PUTNAM AVE, SUITE 125 3. Date of Earliest Transaction (MM/DD/YY) 10/19/2016 (Street) GREENWICH, CT06830 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 Restricted Stock Units(1) ( 1 ) 6,667 ( 1 ) I ( 1 ) see footnote ( 1 ) Common Stock, par value $0.01 10/19/2016 S 171,797 ( 2 ) D $ 14.0625 20,445,923 ( 3 ) D ( 4 ) ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mammoth Energy Holdings LLC C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE, SUITE 125 GREENWICH, CT06830 X X WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE SUITE 125 GREENWICH, CT06830 X X Wexford GP LLC C/O WEXFORD CAPITAL LP SUITE 125 GREENWICH, CT06830 X X DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVE. GREENWICH, CT06830 X X JACOBS JOSEPH C/O WEXFORD CAPITAL LP 411 WEST PUTNAM AVENUE, SUITE 125 GREENWICH, CT06830 X X Signatures Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary 10/21/2016 Signature of Reporting Person Date Wexford GP LLC By: Arthur Amron, Vice President and Assistant Secretary 10/21/2016 Signature of Reporting Person Date Mammoth Energy Holdings LLC, By: Arthur Amron, Vice President and Assistant Secretary 10/21/2016 Signature of Reporting Person Date Charles E. Davidson 10/21/2016 Signature of Reporting Person Date Joseph M. Jacobs 10/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 19, 2015, the closing date (the "Closing Date") of the initial public offering of common stock, par value $0.01 per share (the "IPO"), of Mammoth Energy Services, Inc. (the "Issuer"), Wexford Capital LP ("Wexford"), on behalf of the services of Marc McCarthy ("McCarthy"), a director of the Issuer, was granted 6,667 restricted stock units ("RSU's") under the Issuer's 2016 Equity Incentive Plan (the "Plan"), subject to the terms and conditions set forth in the Plan. 2,223 RSU's vested on the Closing Date of the IPO, and the remaining 4,444 RSU's will vest in two equal annual installments beginning on October 19, 2017. Each RSU represents a contingent right to receive one share of common stock of the Issuer. McCarthy reported the acquisition of the RSU's on a Form 4 filed on the date hereof and indicated that these RSU's were assigned to Wexford under the terms of his employment with Wexford. ( 2 )These shares were sold to the underwriters in the IPO at a price of $14.0625 per share. ( 3 )The shares of common stock were received by MEH in connection with MEH's contribution of its membership interest in Mammoth Energy Partners LLC to the Issuer completed prior to the IPO, which contribution was approved by the board of directors of the Issuer in advance. ( 4 )This form is jointly filed by MEH, the owner of the common stock reported on this line, Wexford, Wexford GP LLC ("Wexford GP"), Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs"). The common stock shown as beneficially owned by Davidson, Jacobs, Wexford GP and Wexford, reflect the common stock that were owned of record by MEH. Wexford serves as manager for MEH and as such may be deemed to share beneficial ownership of the common stock beneficially owned by MEH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. (*continued under Footnote (5) below). ( 5 )(*continued from Footnote (4) above) Wexford GP, as the general partner of Wexford, may be deemed to share beneficial ownership of the common stock beneficially owned by MEH, but disclaims such beneficial ownership to the extent such beneficial ownership exceeds its pecuniary interest. Messrs. Davidson and Jacobs, as the controlling persons of Wexford GP, may be deemed to share beneficial ownership of any common stock beneficially owned by MEH for which Wexford serves as manager, but disclaim such beneficial ownership to the extent such beneficial ownership exceeds their pecuniary interest.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.