Sec Form 4 Filing - Matlin & Partners Acquisition Sponsor LLC @ U.S. WELL SERVICES, INC. - 2018-11-09

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 Matlin & Partners Acquisition Sponsor LLC 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) 520 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2018 (Street) NEW YORK, NY10022 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 11/09/2018 C 5,150,000 ( 1 ) A $ 0 ( 1 ) 5,150,000 ( 1 ) D Class A Common Stock 11/09/2018 P 66,502 A $ 10.15 5,216,502 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 Warrants $ 5.75 11/09/2018 J 6,782,258 ( 2 ) 12/09/2018 11/09/2023 Class A Common Stock 3,391,129 $ 0 ( 2 ) 7,717,742 D Warrants $ 5.75 11/09/2018 P 532,258 12/09/2018 11/09/2023 Class A Common Stock 266,129 $ 0 8,250,000 D Class F Common Stock ( 3 ) 11/09/2018 J 2,975,000 ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 2,975,000 $ 0 ( 3 ) 5,150,000 D Class F Common Stock ( 1 ) 11/09/2018 C 5,150,000 ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 5,150,000 $ 0 ( 1 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Matlin & Partners Acquisition Sponsor LLC 520 MADISON AVENUE NEW YORK, NY10022 X Signatures /s/ David J. Matlin, Director 11/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the transactions reported herein, the Class F Common Stock ("Class F Common Stock") of U.S. Well Services, Inc. (f/k/a Matlin & Partners Acquisition Corporation) (the "Issuer") was held of record by Matlin & Partners Acquisition Sponsor LLC ("Sponsor"). In connection with the closing of the initial business combination of the Issuer (the "Initial Business Combination"), each share of Class F Common Stock automatically converted into Class A Common Stock ("Class A Common Stock") of the Issuer on a 1-to-1 basis (the "Conversion"). ( 2 )Pursuant to that certain subscription agreement entered into by and among Sponsor with several parties named therein, Sponsor transferred to Crestview (as defined therein) 6,782,258 warrants of the Issuer in connection with Crestview purchasing a certain number of shares of Class A Common Stock and providing a backstop in connection with the Initial Business Combination. ( 3 )Prior to the Conversion and pursuant to that certain sponsor agreement, as amended, Sponsor surrendered 2,975,000 shares of Class F Common Stock to the Issuer to be cancelled.

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