Sec Form 3/A Filing - ANGELO GORDON & CO., L.P. @ U.S. WELL SERVICES, INC. - 2021-09-13

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FORM 3/A
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
ANGELO GORDON & CO., L.P.
2. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES, INC. [ USWS]
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 ANGELO, GORDON & CO., L.P.,, 245 PARK AVENUE, 26TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/13/2021
(Street)
NEW YORK, NY10167
4. If Amendment, Date Original Filed (MM/DD/YY)
09/17/2021
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
Warrants for Class A Common Stock (Right to Buy) $ 5.75 12/09/2018 11/09/2023 Class A Common Stock 101,644( 1 ) I See Footnote( 2 )
Warrants for Class A Common Stock (Right to Buy) $ 5.75 12/09/2018 11/09/2023 Class A Common Stock 108,815.5( 1 ) I See Footnote( 3 )
Warrants for Class A Common Stock (Right to Buy) $ 5.75 12/09/2018 11/09/2023 Class A Common Stock 102,256( 1 ) I See Footnote( 4 )
Warrants for Class A Common Stock (Right to Buy) $ 5.75 12/09/2018 11/09/2023 Class A Common Stock 87,284.5( 1 ) I See Footnote( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANGELO GORDON & CO., L.P.
C/O ANGELO, GORDON & CO., L.P.,
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY10167
X
AG Energy Funding, LLC
C/O ANGELO, GORDON & CO., L.P.
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY10167
X
AG PARTNERS LLC
C/O ANGELO, GORDON & CO., L.P
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY10167
X
Baumgarten Joshua
C/O ANGELO, GORDON & CO., L.P.
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY10167
X
SCHWARTZ ADAM R
C/O ANGELO, GORDON & CO., L.P.
245 PARK AVENUE, 26TH FLOOR
NEW YORK, NY10167
X
Signatures
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P. 11/17/2021
Signature of Reporting Person Date
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P., Manager of AG Funding, LLC 11/17/2021
Signature of Reporting Person Date
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC 11/17/2021
Signature of Reporting Person Date
/s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten 11/17/2021
Signature of Reporting Person Date
/s/ Christopher D. Moore, as Attorney-in-Fact for Adam Schwartz 11/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These warrants were omitted from the reporting person's original Form 3. Each warrant was exercisable for one half of one share of common stock, par value $0.0001 per share, and the numbers reported reflect the underlying. Each of the reporting persons disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 2 )The warrants are held by AG SF Master (L), L.P., a fund for which Angelo, Gordon & Co, L.P. ("Angelo Gordon") acts as the investment manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon.
( 3 )The warrants are held by AG SF (L), L.P., a fund for which Angelo Gordon acts as the investment manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon.
( 4 )The warrants are held by AG Ofcon Ltd., a fund for which Angelo Gordon acts as the investment manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon.
( 5 )The warrants are held by AG Oncon, LLC, a fund for which Angelo Gordon acts as the investment manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP, which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon.

Remarks:
The number of shares underlying the warrants reported herein are reported as of September 13, 2021 and without giving effect to the subsequent reverse stock split.

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