Sec Form 4 Filing - Wilks Farris @ U.S. WELL SERVICES HOLDINGS, LLC - 2022-11-01

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
Wilks Farris
2. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES HOLDINGS, LLC [ 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)
17018 INTERSTATE 20
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(Street)
CISCO, TX76437
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock, par value $0.0001 per share 11/01/2022 M 2,455,070( 1 ) A 2,455,070 D
Class A Common Stock, par value $0.0001 per share 11/01/2022 D 2,455,070( 2 ) A 0 D
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
16.0% Convertible Senior Secured (Third Lien) PIK Note ( 1 ) 11/01/2022 M 2,455,070 ( 1 ) ( 1 ) Class A Common Stock 2,455,070 ( 1 ) 0 D( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wilks Farris
17018 INTERSTATE 20
CISCO, TX76437
X
Signatures
/s/ Robert J. Willette, Attorney-in-Fact 11/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of 16.0% Convertible Senior Secured (Third Lien) PIK Notes of the Issuer into a number of shares of Class A Common Stock of the Issuer equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 ($17,971,111.95), and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc., dated as of June 21, 2022 (the "Merger Agreement").
( 2 )Reflects the conversion pursuant to the Merger Agreement of shares of Class A Common Stock of the Issuer into 0.3366 shares of Class A Common Stock of ProFrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022, was $22.08 per share.

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).

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