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Sec Form 4 Filing - Crestview Partners III GP L.P. @ U.S. WELL SERVICES Inc - 2020-09-30

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
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, 42ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2020
(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
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 (right to buy) ( 1 ) ( 2 ) 09/30/2020 A 177,778 ( 3 ) ( 3 ) Class A Common Stock ( 4 ) ( 5 ) ( 1 ) 1,600,000 ( 6 ) I See footnote ( 7 )
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, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview III USWS TE, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview III USWS, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Klein Adam J
C/O CRESTVIEW ADVISORS
590 MADISON AVENUE, 42ND 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 10/02/2020
** Signature of Reporting Person Date
By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel 10/02/2020
** Signature of Reporting Person Date
By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel 10/02/2020
** Signature of Reporting Person Date
By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact 10/02/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the issuance of 177,778 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to 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") on September 30, 2020 in accordance with that certain Purchase Agreement dated as of May 23, 2019 (the "Series A Purchase Agreement") and pursuant to the Warrant Agreement contemplated by the Series A Purchase Agreement (the "Warrant Agreement").
( 2 )Pursuant to the Warrant Agreement, the exercise price of the Warrants is $7.66, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement.
( 3 )All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Crestview Entities at any time prior to expiration in accordance with the terms of the Warrant Agreement. All of the Warrants expire on November 25, 2025.
( 4 )Upon exercise by the Crestview Entities, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise.
( 5 )As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will (i) the 177,778 Warrants issued to Crestview on September 30, 2020 be exercisable for more than 177,778 shares of Class A Common Stock and (ii) the 1,422,222 Warrants previously issued to the Crestview Entities be issuable for more than 1,422,222 shares of Class A Common Stock, in each case subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the Warrant Agreement.
( 6 )Reflects (i) 1,066,666 Warrants issued to the Crestview Entities on May 24, 2019 and (ii) 177,778 additional Warrants issued to the Crestview Entities on each of March 31, 2020, June 30, 2020 and September 30, 2020 in each case in accordance with the Series A Purchase Agreement and the Warrant Agreement. Pursuant to the Series A Purchase Agreement, for so long as there are issued and outstanding shares of Series A Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series A Preferred Shares"), the Issuer is required to issue to the Crestview Entities 177,778 Warrants on a quarterly basis beginning on March 31, 2020 and thereafter for a total of up to nine such issuances.
( 7 )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. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. 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 the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:
Exhibit 99--Joint Filer Information

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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