Sec Form 4 Filing - RRJ CAPITAL LTD @ FTS International, Inc. - 2018-02-02

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
RRJ CAPITAL LTD
2. Issuer Name and Ticker or Trading Symbol
FTS International, Inc. [ FTSI]
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)
C/O CAMPBELLS CORPORATE SERVICES LIMITED, FLOOR 4 WILLOW HOUSE, CRICKET SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2018
(Street)
GRAND CAYMAN, E9KY1-9010
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 $0.01 02/02/2018 P( 3 ) 280,000 A $ 18 12,175,935 I See Footnote ( 1 )
Common Stock, par value $0.01 02/02/2018 P( 3 ) 280,000 A $ 18 1,164,291 I See Footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RRJ CAPITAL LTD
C/O CAMPBELLS CORPORATE SERVICES LIMITED
FLOOR 4 WILLOW HOUSE, CRICKET SQUARE
GRAND CAYMAN, E9KY1-9010
X
RRJ Capital Master Fund I, L.P.
C/O CAMPBELLS CORPORATE SERVICES LIMITED
FLOOR 4 WILLOW HOUSE, CRICKET SQUARE
GRAND CAYMAN, E9KY1-9010
X
Senja Capital Ltd
CCS TRUSTEES LIMITED, 263 MAIN STREET
P.O. BOX 2196, ROAD TOWN
TORTOLA, D8
X
HAMPTON ASSET HOLDING LTD
CCS TRUSTEES LIMITED, 263 MAIN STREET
P.O. BOX 2196, ROAD TOWN
TORTOLA, D8
X
Sin Ong Tiong
802-804 MAN YEE BUILDING
NO. 68 DES VOEUX RD. CENTRAL
HONG KONG, K300000
X X
Signatures
/s/ Oscar Franklin B. Tan, attorney-in-fact 02/05/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the shares held directly by Senja Capital Ltd ("Senja"), wholly-owned by RRJ Capital Master Fund I, L.P. ("RRJ Master"). RRJ Capital Ltd ("RRJ Capital") is the general partner of RRJ Master.
( 2 )Represents the shares held directly by Hampton Asset Holding Ltd. ("Hampton"), wholly-owned by Mr. Ong Tiong Sin ("Mr. Ong").
( 3 )Senja and Hampton each acquired an additional 280,000 shares during the IPO of the Issuer.

Remarks:
The Issuer, Senja and Hampton entered into an investors' rights agreement, pursuant to which Senja and Hampton will have the right to collectively nominate one director so long as they beneficially own, together, at least 5% of the common stock of the Issuer. This investors' rights agreement is further detailed in the Form S-1/A filed by the Issuer on February 1, 2018.Mr. Ong is (A) a director (one of five directors, the other four directors of RRJ Capital being Ong Tiong Boon, Eddie Teh Ewe Guan, Rizal Bin Ishak and Kim Young So) and sole shareholder of RRJ Capital, (B) a limited partner in RRJ Master through a special purpose vehicle, (C) a director (one of two directors, the other director of Senja being Kim Young So) of Senja, and (D) the sole director and sole shareholder of Hampton. Mr. Ong disclaims beneficial ownership of any shares owned directly or indirectly by Senja, except to the extent of his pecuniary interest therein. As such, the shares attributed to Mr. Ong represent a sum of the shares beneficially owned by Senja and Hampton.

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