Sec Form 4 Filing - Archer Holdco LLC @ Quintana Energy Services Inc. - 2020-07-28

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
Archer Holdco LLC
2. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc. [ "QES"]
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)
5510 CLARA RD.
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2020
(Street)
HOUSTON, TX77041
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
Common stock 07/28/2020 D( 1 ) 9,494,306 D 0 D ( 3 )
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
Archer Holdco LL C
5510 CLARA RD.
HOUSTON, TX77041
X X
Archer Well Co Inc.
5510 CLARA RD.
HOUSTON, TX77041
X
Archer Assets UK Ltd
5510 CLARA RD.
HOUSTON, TX77041
X
Archer Ltd
5510 CLARA RD.
HOUSTON, TX77041
X
Signatures
/s/ Max L. Bouthillette, attorney-in-fact for Archer Holdco LLC 07/28/2020
Signature of Reporting Person Date
/s/ Max L. Bouthillette, attorney-in-fact for Archer Well Company Inc. 07/28/2020
Signature of Reporting Person Date
/s/ Max L. Bouthillette, attorney-in-fact for Archer Assets UK Limited 07/28/2020
Signature of Reporting Person Date
/s/ Max L. Bouthillette, attorney-in-fact for Archer Limited 07/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 28, 2020, pursuant to the Agreement and Plan of Merger, dated May 3, 2020 (the "Merger Agreement"), by and among Quintana Energy Services Inc. ("QES"), KLX Energy Services Holdings, Inc. ("KLXE"), Krypton Intermediate LLC, and Kypton Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into QES (the "Merger"), with QES surviving the Merger as the wholly owned subsidiary of KLXE.
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger, each share of QES's common stock issued and outstanding immediately prior to the effective time of the Merger, was converted into, and became exchangeable for, 0.0969 shares of KLXE common stock. On July 27, 2020 (the last trading day prior to consummation of the Merger and KLXE's 1-for-5 reverse stock split), the closing price of one share of KLXE common stock was $2.00.
( 3 )These shares are directly held by Archer Holdco LLC, a wholly-owned subsidiary of Archer Well Company Inc., which is a wholly-owned subsidiary of Archer Assets UK Limited, which is a wholly-owned subsidiary of Archer Limited. Each of Archer Well Company Inc., Archer Assets UK Limited and Archer Limited may be deemed indirect beneficial owners of the reported securities.

Remarks:
Each of Dag Skindlo and Gunnar Eliassen serves on the board of directors of the Issuer as a representative of the reporting person. As a result, such reporting persons may be deemed a director by deputization for purposes of Section 16 of the Exchange Act. Each reporting person disclaims beneficial ownership of all the shares reported in this Form 4 except to the extent of such reporting person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

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