Sec Form 3 Filing - Ascribe Capital LLC @ PIONEER ENERGY SERVICES CORP - 2020-06-05

Insider filing report for Changes in Beneficial Ownership
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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
Ascribe Capital LLC
2. Issuer Name and Ticker or Trading Symbol
PIONEER ENERGY SERVICES CORP [ NONE]
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)
299 PARK AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2020
(Street)
NEW YORK, NY10171
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
Common Stock, par value $0.001 156,195 I See footnotes ( 1 ) ( 2 )
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
5.0% Convertible Senior Unsecured PIK Notes due 2025 ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 6 ) ( 7 ) ( 6 )( 7 ) ( 4 )( 5 ) Common Stock, par value $0.001 2,025,000 ( 6 ) ( 7 ) I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ascribe Capital LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Ascribe III Investments LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
AMERICAN SECURITIES LLC
299 PARK AVENUE
NEW YORK, NY10171
X
Ascribe Opportunities Fund III, L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X
Ascribe Opportunities Fund III(B), L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X
Ascribe Associates III, LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Signatures
Ascribe Capital LLC, By: /s/ Lawrence A. First, as Managing Director 11/23/2020
Signature of Reporting Person Date
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence A. First, as Managing Director 11/23/2020
Signature of Reporting Person Date
American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer 11/23/2020
Signature of Reporting Person Date
Ascribe Opportunities Fund III, L.P., By: Ascribe Capital LLC, its investment manager, By: /s/ Lawrence A. First, as Managing Director 11/23/2020
Signature of Reporting Person Date
Ascribe Opportunities Fund III(B), L.P., By: Ascribe Capital LLC, its investment manager, By: /s/ Lawrence A. First, as Managing Director 11/23/2020
Signature of Reporting Person Date
Ascribe Associates III, LLC, By: American Securities LLC, its managing member, By: /s/ Michael G. Fisch, as Chief Executive Officer 11/23/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Ascribe III Investments LLC ("Fund III"). Fund III holds directly the common stock, par value $0.001 (the "New Common Stock") and 5.00% Convertible Senior Unsecured PIK Notes due 2025 (the "New Convertible Notes") issued by Pioneer Energy Services Corp (the "Issuer") reported herein. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)") are the sole members of Fund III. Ascribe Associates III, LLC ("Associates III") is the general partner of Opportunities III and Opportunities III(B). (continued in Footnote 2)
( 2 )(continued from Footnote 1) Each of Ascribe Capital, American Securities, Associates III, Opportunities III and Opportunities III(B) may be deemed to share beneficial ownership of the New Common Stock and New Convertible Notes of the issuer beneficially owned or held by Fund III. Each of Ascribe Capital, American Securities, Associates III, Opportunities III and Opportunities III(B) disclaims beneficial ownership of the New Common Stock and New Convertible Notes held by Fund III, except to the extent of its pecuniary interests.
( 3 )On March 1, 2020, the Issuer and its subsidiaries (collectively, the "Debtors"), filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. Debtors also filed a prepackaged Chapter 11 plan of reorganization (the "Plan") with the Bankruptcy Court. On May 11, 2020, the Bankruptcy Court entered an order, Docket No. 331 (the "Confirmation Order") confirming the Plan. On May 29, 2020 (the "Effective Date"), the Debtors emerged from bankruptcy and the Plan became effective pursuant to its terms.
( 4 )On the Effective Date, and pursuant to the Plan, holders of the Issuer's existing senior unsecured notes were granted the right to participate in a rights offering (the "Rights Offering") on a pro rata basis for the purchase of the New Convertible Notes. The New Convertible Notes will mature in 5 years and 6 months from the Effective Date and bear payable-in-kind interest at 5%. Holders of the New Convertible Notes are entitled to vote upon all matters upon which holders of any class or classes of common stock of the Issuer have the right to vote, and the number of votes represented by each New Convertible Note is equal to the largest number of whole shares of New Common Stock (rounded down to the nearest whole share) into which such New Convertible Notes may be converted. (continued in Footnote 5)
( 5 )(continued from Footnote 4) In accordance with the Rights Offering, the Reporting Person purchased $25,000,000 principal amount of the New Convertible Notes and received a commitment premium of $2,000,000 principal amount of the New Convertible Notes as consideration for entering into a backstop commitment agreement (the "Backstop Agreement") with the Issuer.
( 6 )The New Convertible Notes are convertible into shares of New Common Stock at a conversion rate of 75 shares of New Common Stock per $1,000 of New Convertible Notes, subject to customary anti-dilution adjustments. The New Convertible Notes will be convertible at any time in whole or in part at the option of the holder thereof, mandatorily on the maturity date (provided that if the shares of New Common Stock issuable upon conversion have a value less than the face amount of a New Convertible Note at such time, the Issuer is obligated to pay the face amount thereof in cash) or, if earlier, at the Issuer's election upon the occurrence of a Merger Event (as defined in the indenture pursuant to which the New Convertible Notes were issued). (continued in Footnote 7)
( 7 )(continued from Footnote 6) On June 4, 2020, Fund III notified the Issuer (the "Blocker Election"), that the Restricted Ownership Percentage, as that term is defined in the Indenture, applicable to Fund III and/or its affiliates, would be 4.99%. Pursuant to Section 14.12 of the Indenture and the Blocker Election, Fund III's ability to convert New Convertible Notes into additional shares of New Common Stock has been restricted in accordance with Section 14.12 of the Indenture.

Remarks:
The Company is not currently listed on any exchange or on the OTC market and therefore currently does not have a ticker or trading symbol.

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