Sec Form 4 Filing - Crestview Partners III GP, L.P. @ U.S. WELL SERVICES, INC. - 2019-07-03

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
Crestview Partners III GP, 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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CRESTVIEW PARTNERS, 590 MADISON AVENUE, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/03/2019
(Street)
NEW YORK, NY10022
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
Class A Common Stock 07/03/2019 C 125,000 ( 1 ) A $ 0 20,375,000 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Phantom Stock ( 1 ) 07/03/2019 C 125,000 ( 1 ) ( 1 ) Class A Common Stock 125,000 ( 1 ) 0 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners III GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview III USWS TE, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Crestview III USWS, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X X
Klein Adam J
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 36TH FLOOR
NEW YORK, NY10022
X
Signatures
By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel 07/08/2019
Signature of Reporting Person Date
By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 07/08/2019
Signature of Reporting Person Date
By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 07/08/2019
Signature of Reporting Person Date
By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 07/08/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of Phantom Stock into shares of Class A Common Stock, par value $0.0001 per share, of the Issuer ("Class A Common Stock"), in accordance with the terms of the Side Letter, dated as of November 9, 2018 (as amended, the "Side Letter"), by and between the Crestview III USWS TE, LLC ("Crestview III LLC") and Crestview III USWS, L.P. ("Crestview III LP" and, together with Crestview III LLC, the "Crestview Entities"), Matlin & Partners Acquisition Corporation ("MPAC") and Matlin & Partners Acquisition Sponsor LLC ("Sponsor"). The shares of Class A Common Stock remain subject to the Vesting Conditions described in the Side Letter.
( 2 )Includes shares of Class A Common Stock held by the Crestview Entities that were acquired on November 9, 2018 pursuant to the Subscription Agreement (the "Subscription Agreement"), dated July 13, 2018, by and among the Crestview Entities, MPAC, the Sponsor and certain other parties thereto.
( 3 )Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities, which such decisions are made by the investment committee of Crestview Partners III GP, L.P.
( 4 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
( 5 )Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview Entities).

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.