Sec Form 4/A Filing - SES Legacy Holdings, LLC @ Select Energy Services, Inc. - 2019-12-23

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FORM 4/A
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
SES Legacy Holdings, LLC
2. Issuer Name and Ticker or Trading Symbol
Select Energy Services, Inc. [ WTTR]
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)
1233 WEST LOOP SOUTH, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YY)
12/23/2019
(Street)
HOUSTON, TX77027
4. If Amendment, Date Original Filed (MM/DD/YY)
02/14/2020
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 B common stock ( 1 ) 12/23/2019 J( 2 )( 3 ) 2,240,874 D $ 0 16,221,101 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
SES Holdings LLC Unit ( 3 ) 12/23/2019 J( 2 )( 3 ) 2,240,874 ( 3 ) ( 3 ) Class A Common Stock 2,240,874 $ 0 16,221,101 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SES Legacy Holdings, LLC
1233 WEST LOOP SOUTH, SUITE 1400
HOUSTON, TX77027
X
Signatures
/s/ John D. Schmitz, Authorized Person of SES Legacy Holdings, LLC 02/14/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B common stock of the Issuer has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
( 2 )Reflects the distribution of 2,240,874 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 2,240,874 shares of Class B common stock of the Issuer by SES Legacy Holdings, LLC to unitholders of SES Legacy Holdings, LLC.
( 3 )Subject to the terms of the limited liability company agreement of SES Holdings, LLC, by and among SES Legacy Holdings, LLC and the other members thereof, the SES Holdings LLC Units (together with a corresponding number of shares of Class B common stock of the Issuer) are exchangeable from time to time for shares of Class A common stock of the Issuer. The Issuer has the option to deliver cash in lieu of shares of Class A common stock of the Issuer upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right.

Remarks:
This amendment is being filed to correctly classify the SES Holdings LLC Units as being disposed of by the reporting person.

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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