Sec Form 4 Filing - Riverstone/Carlyle Energy Partners IV, L.P. @ Liberty Oilfield Services Inc. - 2018-01-17

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Riverstone/Carlyle Energy Partners IV, L.P.
2. Issuer Name and Ticker or Trading Symbol
Liberty Oilfield Services Inc. [ LBRT]
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 RIVERSTONE HOLDINGS LLC, 712 FIFTH AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2018
(Street)
NEW YORK, NY10019
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
Class A Common Stock 01/17/2018 A 79,317 A 79,317 D ( 2 ) ( 3 )
Class A Common Stock 01/17/2018 A 4,379,762 A 4,379,762 I See Footnotes ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 01/17/2018 A 15,560,022 A 15,560,022 I See Footnotes ( 2 ) ( 3 ) ( 5 )
Class B Common Stock 01/17/2018 A 569,696 A 569,696 D ( 2 ) ( 3 )
Class B Common Stock 01/17/2018 A 31,457,724 A 31,457,724 I See Footnotes ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 01/17/2018 D 812 ( 6 ) D $ 16.065 ( 7 ) 78,505 D ( 2 ) ( 3 )
Class A Common Stock 01/17/2018 D 44,825 ( 6 ) D $ 16.065 ( 7 ) 4,334,937 I See Footnotes ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 01/17/2018 S 300,541 ( 6 ) D $ 16.065 ( 7 ) 15,259,481 I See Footnotes ( 2 ) ( 3 ) ( 5 )
Class B Common Stock 01/17/2018 D 11,724 D 557,972 D ( 2 ) ( 3 )
Class B Common Stock 01/17/2018 D 647,374 D 30,810,350 I See Footnotes ( 2 ) ( 3 ) ( 4 )
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
Units ( 9 ) ( 10 ) 01/17/2018 A 569,696 ( 10 ) ( 10 ) Class A Common Stock 569,696 ( 11 ) ( 10 ) 569,696 D ( 2 ) ( 3 )
Units ( 10 ) 01/17/2018 A 31,457,724 ( 10 ) ( 10 ) Class A Common Stock 31,457,724 ( 11 ) ( 10 ) 31,457,724 I See Footnotes ( 2 ) ( 3 ) ( 12 )
Units ( 10 ) 01/17/2018 D 11,724 ( 10 ) ( 10 ) Class A Common Stock 11,724 ( 11 ) ( 10 ) 557,972 D ( 2 ) ( 3 )
Units ( 10 ) 01/17/2018 D 647,374 ( 10 ) ( 10 ) Class A Common Stock 647,374 ( 11 ) ( 10 ) 30,810,350 I See Footnotes ( 2 ) ( 3 ) ( 12 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Riverstone/Carlyle Energy Partners IV, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
R/C Energy IV Direct Partnership, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
R/C IV Liberty Holdings, L.P.
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
R/C Energy GP IV, LLC
C/O RIVERSTONE HOLDINGS LLC
712 FIFTH AVENUE, 36TH FLOOR
NEW YORK, NY10019
X X
Signatures
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P., By: R/C ENERGY GP IV, LLC, its general partner, NAME: /s/ Thomas Walker 01/19/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated January 11, 2018, by and among Liberty Oilfield Services Inc. (the "Issuer"), such reporting person and the other parties thereto, based on the 5-day volume weighted average price of Class A Common Stock of at least $20 per share.
( 2 )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.
( 3 )(Continued from footnote 2) 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.
( 4 )Shares held directly by R/C IV Liberty.
( 5 )Shares held directly by R/C Direct.
( 6 )Represents securities sold in connection with the exercise of the underwriters' over-allotment option in connection with the initial public offering of shares of Class A Common Stock of the Issuer.
( 7 )Represents the price to the public less underwriting discounts and commissions.
( 8 )Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.
( 9 )"Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.
( 10 )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.
( 11 )Such reporting person holds a number of shares of Class B Common Stock of the Issuer equal to the number of Units held by such reporting person.
( 12 )Units held directly by R/C IV Liberty.

Remarks:
Each of Ken Babcock, N. John Lancaster, Jr., Jesal Shah and Brett Staffieri serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act.

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