Sec Form 4 Filing - MATLIN DAVID J @ U.S. WELL SERVICES, INC. - 2022-03-02

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 DAVID J 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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1360 POST OAK BOULEVARD, SUITE 1800 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2022 (Street) HOUSTON, TX77056 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

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 ) 03/02/2022 A 697,674 ( 2 ) ( 2 ) Class A Common Stock ( 3 )( 4 ) ( 1 ) 697,674( 3 )( 4 ) D

Reporting Owners Reporting Owner Name / Address Rel ationships Director 10% Owner Officer Other MATLIN DAVID J 1360 POST OAK BOULEVARD, SUITE 1800 HOUSTON, TX77056 X Signatures /s/ Erin C. Simonson, Attorney-in-Fact 03/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the issuance by the Issuer of 697,674 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to the Reporting Person on March 2, 2022 in connection with the entry into that certain Joinder to Senior Secured Term Loan Agreementdated March 1, 2022 (the "Joinder to Credit Agreement") and the extension of a $1.5 million term loan to a subsidiary of the Issuer, and pursuant to the applicable Warrant Agreement (the "Warrant Agreement"). ( 2 )In accordance with the Warrant Agreement, the exercise price of the Warrants is $1.29 per share, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Reporting Person at any time prior to expiration in accordance with the terms of the Warrant Agreement. The Warrants expire on March 1, 2028. ( 3 )Upon exercise by the Reporting Person, 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. ( 4 )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 the Warrants be exercisable for more than 697,674 shares of Class A Common Stock (subject to adjustment for stock splits, combinations, certain distributions or similar events).

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).

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