SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Crestview Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
16.0% Convertible Senior Secured PIK Note⁽¹⁾⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	06/24/2021		A⁽¹⁾		20,408,163⁽¹⁾⁽⁴⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	20,408,163⁽⁴⁾	⁽¹⁾	20,408,163⁽⁴⁾	I	See footnote⁽⁹⁾
16.0% Convertible Senior Secured PIK Note⁽¹⁾⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	06/24/2021		A⁽¹⁾		10,000,000⁽¹⁾⁽⁵⁾		⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Class A Common Stock	10,000,000⁽⁵⁾	⁽¹⁾	10,000,000⁽⁵⁾	I	See footnote⁽⁹⁾
Series A Redeemable Convertible Preferred Stock⁽⁶⁾	⁽⁶⁾	06/24/2021		D⁽¹⁾			15,588⁽¹⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	⁽⁸⁾	⁽¹⁾	4,412	I	See footnote⁽⁹⁾

1. Name and Address of Reporting Person^*

Crestview Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Crestview III USWS TE, LLC

(Last)

(First)

(Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Crestview III USWS, L.P.

(Last)

(First)

(Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Klein Adam J

(Last)

(First)

(Middle)

C/O CRESTVIEW ADVISORS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects the acquisition by Crestview III USWS TE, LLC and Crestview III USWS, L.P. (together, the "Crestview Entities") from the Issuer of 16.0% Convertible Secured PIK Notes of the Issuer (the "Notes"), pursuant to the terms of a Purchase Agreement, dated as of June 24, 2021 (together with all exhibits thereto, the "Purchase Agreement"). The aggregate principal amount of the Notes acquired by the Crestview Entities was $40,000,000, of which (i) $20,000,000 of such principal amount of the Notes was acquired from the Issuer for cash (the "Cash Notes") and (ii) $20,000,000 of such principal amount of the Notes was acquired from the Issuer in exchange for 15,588 shares of Series A Preferred Stock of the Issuer, par value $0.0001 per share (the "Preferred Shares") held by the Crestview Entities.

2. Subject to earlier conversion or redemption in accordance with their terms, the Notes will become due and payable on June 5, 2026 (the "Maturity Date") in a number of shares of Class A Common Stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), determined by dividing (a) the outstanding balance of the principal amount of the Notes (together with the accrued but unpaid interest on the Notes) as of the Maturity Date, by (b) the VWAP of Class A Common Stock for the 20 trading day period immediately preceding the Maturity Date (or in such other manner as determined pursuant to the terms of the Purchase Agreement).

3. All or any portion of the Notes may be converted at the election of the Crestview Entities at any time into a number of shares Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $0.98 (in the case of the Cash Notes) or $2.00 (in the case of the Exchange Notes), which such conversion prices are subject to certain anti-dilution adjustments in accordance with their terms.

4. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Cash Notes if the Crestview Entities elect to convert the Cash Notes based on the principal amount of the Cash Notes (as described in footnote (1) above) and the conversion price applicable to the Cash Notes (as described in footnote (3) above).

5. This number represents the number of shares of Class A Common Stock issuable upon conversion of the Exchange Notes if the Crestview Entities elect to convert the Exchange Notes based on the principal amount of the Exchange Notes (as described in footnote (1) above) and the conversion price applicable to the Exchange Notes (as described in footnote (3) above).

6. Reflects Preferred Shares held by the Crestview Entities. Pursuant to the Certificate of Designations contemplated by the Purchase Agreement dated May 23, 2019 (the "Certificate of Designations"), the ordinary conversion price of the Preferred Shares is $6.67 per share and is subject to certain anti-dilution adjustments in accordance with its terms.

7. Subject to earlier redemption or conversion in accordance with the terms of the Certificate of Designations, all or any portion of the Preferred Shares may be converted by the Crestview Entities at any time into Class A Common Stock based on the then-applicable liquidation preference (as determined in accordance with the Certificate of Designations). The Preferred Shares have no expiration date.

8. The number of shares of Class A Common Stock into which the Preferred Shares are convertible is equal to the then-applicable liquidation preference (as determined in accordance with the Certificate of Designations) divided by the applicable conversion price, subject to the terms and conditions of the Certificate of Designations.

9. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Statement

	By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel	06/28/2021
	By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel	06/28/2021
	By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel	06/28/2021
	By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact	06/28/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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SEC Form 4 filed by Crestview Partners III GP, L.P.