Sec Form 4 Filing - Ascribe Capital LLC @ Forbes Energy Services Ltd. - 2019-02-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Ascribe Capital LLC
2. Issuer Name and Ticker or Trading Symbol
Forbes Energy Services Ltd. [ 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)
02/28/2019
(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
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
Subscription Rights (right to buy) ( 1 ) ( 1 ) 02/28/2019 X 116,083 02/14/2019 02/28/2019 5.00% subordinated convertible PIK notes due 2020 27,128,100 $ 0 0 D ( 5 ) ( 6 )
5.00% Subordinated convertible PIK notes due 2020 ( 2 ) 02/28/2019 P 27,528,100 ( 3 ) ( 2 ) ( 2 ) Common Stock ( 4 ) $ 27,528,100 27,528,100 ( 3 ) D ( 5 ) ( 6 )
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, 34TH FLOOR
NEW YORK, NY10171
X
Ascribe Opportunities Fund III, L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Ascribe Opportunities Fund III(B), L.P.
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Ascribe Associates III, LLC
299 PARK AVENUE, 34TH FLOOR
NEW YORK, NY10171
X
Signatures
Ascribe III Investments LLC, By Ascribe Capital LLC, its investment manager, By: /s/ Lawrence First, as Managing Director 03/04/2019
Signature of Reporting Person Date
Ascribe Capital LLC, By: /s/ Lawrence First, as Managing Director 03/04/2019
Signature of Reporting Person Date
American Securities LLC, By: /s/ Michael G. Fisch, as Chief Executive Officer 03/04/2019
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 03/04/2019
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 03/04/2019
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 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the pro rata exercise of subscription rights in the Forbes Energy Services Ltd. (the "Issuer") rights offering, as described in the Issuer's prospectus dated February 13, 2019 (the "Prospectus"), by Ascribe III Investments LLC ("Fund III"), with each right entitling the holder to purchase $100 principal amount of the Issuer's 5.00% subordinated convertible PIK notes due 2020 (the "Notes") at a purchase price of 100% of the principal amount thereof. Fund III acquired the Notes that were not subject to the exercise of its rights in the Rights Offering pursuant to the backstop commitment letter, dated November 16, 2018, filed as exhibit 10.4 to the Issuer's Current Report on Form 8-K filed with the SEC on November 23, 2018.
( 2 )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), (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.
( 3 )Interest on the Notes will be payable on each June 30 and December 31, commencing on June 30, 2019. Interest on the Notes will be 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).
( 4 )The amount of shares of Common Stock that the Reporting Persons may receive upon mandatory conversion of the Notes is unknown at the time of filing.
( 5 )Ascribe Capital LLC ("Ascribe Capital") is the investment manager of Fund III. American Securities LLC ("American Securities") is the 100% owner of Ascribe Capital and Ascribe Management. 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). Ascribe Opportunities Fund II, L.P. ("Opportunities II") and Ascribe Opportunities Fund II(B), L.P. ("Opportunities II(B)") are the sole members of Ascribe II Investments LLC ("Fund II" and, together with Fund III, the "Funds"), Ascribe Associates II, LLC ("Associates II") is the general partner of Opportunities II and Opportunities II(B).
( 6 )Each of Ascribe Capital, Ascribe Management, American Securities, Associates III, Opportunities III, Opportunities III(B), Associates II, Opportunities II and Opportunities II(B), may be deemed to share beneficial ownership of the common stock of the issuer held by the Funds. 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 its pecuniary interests.

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.