Sec Form 4 Filing - Ascribe Capital LLC @ Forbes Energy Services Ltd. - 2020-04-16

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
Ascribe Capital LLC
2. Issuer Name and Ticker or Trading Symbol
Forbes Energy Services Ltd. [ FLSS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
299 PARK AVENUE, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2020
(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 04/16/2020 J( 1 ) 963,116 ( 1 ) A 2,123,947 ( 6 ) D ( 7 ) ( 8 ) ( 9 )
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
5.00% Subordinated convertible PIK notes due 2020 ( 4 ) ( 2 ) ( 3 ) 04/16/2020 J( 1 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 963,116 $ 0 ( 1 ) $ 28,544,042 ( 5 ) D ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ascribe Capital LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X See Remarks
Ascribe III Investments LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X See Remarks
AMERICAN SECURITIES LLC
299 PARK AVENUE
NEW YORK, NY10171
X See Remarks
Ascribe Opportunities Fund III, L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X See Remarks
Ascribe Opportunities Fund III(B), L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171-8000
X See Remarks
Ascribe Associates III, LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X See Remarks
Signatures
Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director 04/20/2020
Signature of Reporting Person Date
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 04/20/2020
Signature of Reporting Person Date
American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer 04/20/2020
Signature of Reporting Person Date
Ascribe Opportunities Fund III, L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 04/20/2020
Signature of Reporting Person Date
Ascribe Opportunities Fund III(B), L.P., By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 04/20/2020
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 04/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of common stock, par value $0.01, of Forbes Energy Services Ltd. (the "Issuer") acquired on April 16, 2020 upon an exchange of $126,856 aggregate principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") pursuant to the Exchange and Contribution Agreement, dated as of December 18, 2019, by and among the Issuer, Arita Energy, Inc. f/k/a Spieth Newco, Inc., Ascribe Capital LLC and Solace Capital Partners, L.P (the "ECA"), entered into in connection with the Agreement and Plan of Merger, dated as of December 18, 2019, by and among Superior Energy Services, Inc., New NAM, Inc., Forbes Energy Services, Arita Energy, Inc., Spieth Merger Sub, Inc. and Fowler Merger Sub, Inc. (the "Merger Agreement" and the mergers contemplated thereby, the "Merger").
( 2 )Pursuant to the terms of the ECA, immediately prior to the consummation of the Merger, and subject to the terms and conditions of the ECA and the satisfaction or waiver of the conditions set forth in Section 8.01 of the Merger Agreement, Ascribe Capital LLC ("Ascribe Capital") will contribute all outstanding Notes then held by it and its affiliates in exchange for shares of Arita Class A Common Stock at a price of $30.53. Pursuant to the Indenture, dated as of March 4, 2019, by and between the Issuer and Wilmington Trust, National Association, as Trustee, upon the earliest to occur of: (i) a Marketed Public Offering (as such term is defined in the Issuer's prospectus dated February 13, 2019), (continued in Footnote 3)
( 3 )(continued from Footnote 2) (ii) a Change of Control (as such term is defined in the Issuer's prospectus dated February 13, 2019) and (iii) June 30, 2020 (or such earlier date as the Issuer elects to redeem the Notes), the Notes mandatorily convert at a conversion rate per $100 principal amount of Notes into a number of shares of the Issuer's Common Stock calculated based on the Fair Market Value (as such term is defined in the Issuer's prospectus dated February 13, 2019) of a share of the Issuer's Common Stock at such time, in each case less a 15% discount per share (each a "Mandatory Conversion").
( 4 )Interest on the Notes is payable on each June 30 and December 31. Interest on the Notes is payable solely by issuing additional Notes in an amount equal to the applicable amount of interest for the interest period (rounded up to the nearest whole dollar). This amount represents the value of the Notes, inclusive of interest payments through December 31, 2019.
( 5 )The amount of shares of Common Stock that the Reporting Persons may receive either pursuant to the ECA or upon a Mandatory Conversion is unknown at the time of filing as the amount of accrued interest on the Notes is not known.
( 6 )Reflects 2,123,947 shares of Common Stock of which Ascribe III Investments LLC ("Fund III") is the record owner. Ascribe Opportunities Fund III, L.P. ("Opportunities III") and Ascribe Opportunities Fund III(B), L.P. ("Opportunities III(B)"), as the sole owners of Fund III, may be deemed to share beneficial ownership over the shares of Common Stock of which Fund III is the record owner. Ascribe Capital, as the investment manager to Opportunities III and Opportunities III(B) may be deemed to beneficially own the shares of Common Stock of which Opportunities III and Opportunities III(B) may share beneficial ownership. Ascribe Associates III, LLC ("Associates III"), as the general partner of Opportunities III and Opportunities III(B), may be deemed to beneficially own the shares of Common Stock of which Opportunities III and Opportunities III(B) may share beneficial ownership.
( 7 )In addition to the 2,123,947 shares of Common Stock of which Fund III is the record owner, Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds") is the record owner of 125,475 additional shares of Common Stock. Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)"), are the sole owners of Fund II and may be deemed to share beneficial ownership of the shares of which Fund II is the record owner. Ascribe Management, as the investment manager to Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of which Opportunities II and Opportunities II(B) may share beneficial ownership. (continue in Footnote 8)
( 8 )(continued from Footnote 7) Ascribe Associates II, LLC ("Associates II"), as the general partner to Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the shares of which Opportunities II and Opportunities II(B) may share beneficial ownership. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management and may be deemed to share beneficial ownership of the shares of which Ascribe Capital and Ascribe Management may be deemed to share beneficial ownership.
( 9 )Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), disclaims beneficial ownership of the common stock held by the Funds, except to the extent of their pecuniary interests.
( 10 )Fund III is the record owner of $28,544,042 aggregate principal amount of the Notes. Each of Ascribe Capital, American Securities, Associates III, Opportunities III, and Opportunities III(B), may be deemed to share beneficial ownership of the shares of Common Stock underlying the Notes.

Remarks:
Lawrence First is the Chief Investment Officer and Managing Director of Ascribe Capital and also serves on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act.

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