Sec Form 3 Filing - Olayan Saudi Holding Co @ National Energy Services Reunited Corp. - 2018-05-18

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Olayan Saudi Holding Co
2. Issuer Name and Ticker or Trading Symbol
National Energy Services Reunited Corp. [ NESR]
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)
P.O. BOX 8772, OLAYAN CENTER,, AHSAA STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/18/2018
(Street)
RIYADH, T011492
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
Ordinary Shares, no par value 3,000,000 I See Footnote ( 1 )
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 $ 11.5 ( 2 ) ( 2 ) Ordinary Shares 1,500,000 I See Footnote ( 1 )
NPS Shares ( 3 ) ( 3 ) ( 3 ) Ordinary Shares 13,340,448 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Olayan Saudi Holding Co
P.O. BOX 8772, OLAYAN CENTER,
AHSAA STREET
RIYADH, T011492
X
Olayan Financing Co Ltd.
P.O. BOX 8772, OLAYAN CENTER,
AHSAA STREET
RIYADH, T011492
X
Signatures
/s/ Ibrahim M Dokhi, Deputy General Counsel, Olayan Saudi Holding Company 05/29/2018
Signature of Reporting Person Date
/s/ Fadi Otaqui, General Counsel, Olayan Financing Company 05/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are owned by Olayan Saudi Holding Company ("OSHCO"), which is a majority-owned subsidiary of Olayan Financing Company ("OFC"). Each reporting person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such reporting person's pecuniary interests.
( 2 )The warrants become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of such completion or earlier upon redemption.
( 3 )Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL, a Bahrain entity and majority-owned subsidiary of OFC ("Hana"), the Issuer, other selling stockholders, and NPS Holdings Limited ("NPS"), dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 shares of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which approval occurred on May 18, 2018. Hana is a nominee of OSHCO with respect to the exchange.

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