Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Select Energy Services, Inc. - 2022-05-06

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
Crestview Partners II GP, L.P.
2. Issuer Name and Ticker or Trading Symbol
Select Energy Services, Inc. [ WTTR]
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)
05/06/2022
(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 05/06/2022 A 18,853( 1 ) A $ 0 3,899,195 I See Footnotes( 2 )( 4 )( 5 )( 6 )
Class B Common Stock 16,221,101 I See Footnotes( 3 )( 4 )( 5 )( 6 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crestview Partners II GP, L.P.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview Partners II SES Investment B, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview Partners II SES Investment, LLC
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Crestview Advisors, L.L.C.
C/O CRESTVIEW PARTNERS
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X X
Delaney Robert V. Jr.
C/O CRESTVIEW ADVISORS, L.L.C.
590 MADISON AVENUE, 42ND FLOOR
NEW YORK, NY10022
X
Signatures
By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel 05/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an award of 18,853 restricted shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Robert V. Delaney, Jr. under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the "Plan"). The restricted Class A Shares are scheduled to vest on May 6, 2023, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Delaney, Jr. has assigned all rights, title and interest in the restricted Class A Shares granted to him to Crestview Advisors, L.L.C.
( 2 )Includes (i) 3,802,972 Class A Shares directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B"), (ii) 18,853 outstanding restricted Class A Shares granted under the Plan to Mr. Delaney, Jr. (as described in Footnote 1 above) and (iii) 77,370 Class A Shares held by Crestview Advisors, L.L.C. that were delivered upon the vesting of awards of restricted Class A Shares previously granted under the Plan to Mr. Delaney, Jr. and Adam J. Klein.
( 3 )Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES" and, together with Crestview II SES B and Crestview Advisors, L.L.C., the "Crestview Entities") through SES Legacy Holdings, LLC ("Legacy Holdings").
( 4 )Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares held by Crestview II SES B and Crestview Advisors, L.LC. and the Class B Shares and Common LLC Units of SES Holdings, LLC (a subsidiary of the Issuer) indirectly held by Crestview II SES. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Common LLC Units held by the Crestview Entities, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the Chairman of the investment committee.
( 5 )Mr. Delaney, Jr. is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing Crestview Entities.
( 6 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:
Exhibit 99 - Joint Filer Information

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