SEC Form 4: Thrc Holdings, Lp converted options into 9,703,675 shares and returned 9,713,243 shares to the company
$USWS
Metal Fabrications
Industrials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
U.S. WELL SERVICES HOLDINGS, LLC [ USWS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/01/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, par value $0.0001 per share | 11/01/2022 | M | 1,125,194(1) | A | (1) | 1,134,762 | D(6) | |||
| Class A Common Stock, par value $0.0001 per share | 11/01/2022 | M | 8,578,481(2) | A | (2) | 9,713,243 | D(6) | |||
| Class A Common Stock, par value $0.0001 per share | 11/01/2022 | D | 9,713,243(3) | D | (3) | 0 | D(6) | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock | (1) | 11/01/2022 | M | 1,125,194(1) | (1) | (1) | Class A Common Stock | 1,125,194 | (1) | 0 | D(6) | ||||
| 16.0% Convertible Senior Secured (Third Lien) PIK Note | (2) | 11/01/2022 | M | 8,578,481(2) | (2) | (2) | Class A Common Stock | 8,578,481 | (2) | 0 | D(6) | ||||
| Warrants (Right to Buy) | $160.86 | 11/01/2022 | D | 2,666,669(4) | (4) | (4) | Class A Common Stock | 2,666,669 | (4) | 0 | D(6) | ||||
| Warrants (Right to Buy) | $1.1 | 11/01/2022 | D | 6,976,744(5) | (5) | (5) | Class A Common Stock | 6,976,744 | (5) | 0 | D(6) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects the conversion of shares of Series A Redeemable Convertible Preferred Stock of the Issuer ("Series A Preferred Shares") held by THRC Holdings, LP ("THRC Holdings") into a number of shares of Class A Common Stock of the Issuer ("Class A Shares") equal to the quotient of (i) the liquidation preference of the Series A Preferred Shares as of the date of conversion ($8,242,540) and (ii) $7.32 pursuant to the Agreement and Plan of Merger by and among the Issuer, ProFrac Holding Corp. and Thunderclap Merger Sub I, Inc, dated as of June 21, 2022 (the "Merger Agreement"). |
| 2. Reflects the conversion of those outstanding convertible promissory notes held by THRC Holdings into a number of Class A Shares equal to the quotient of (i) the aggregate principal amount, plus accrued and unpaid interest, owing under such note through July 9, 2022 ($62,794,480.19), and (ii) $7.32 pursuant to the Merger Agreement. |
| 3. Reflects the conversion pursuant to the Merger Agreement of Class A Shares held by THRC Holdings into 0.3366 shares of Class A Common Stock of ProFrac Holding Corp. ("PFHC Shares"). The closing price of PFHC Shares on November 1, 2022 was $22.08 per share. |
| 4. Reflects the conversion of warrants of the Issuer held by THRC Holdings pursuant to the Merger Agreement into a number of warrants to acquire PFHC Shares equal to the product of (i) the number of Class A Shares for which such warrant was exercisable as of immediately prior to the consummation of the transactions contemplated by the Merger Agreement, multiplied by (ii) 0.3366 (with an exercise price equal to $477.89 per PFHC Share). The closing price of PFHC Shares on November 1, 2022, was $22.08 per share. |
| 5. Reflects the disposition of warrants of the Issuer held by THRC Holdings to ProFrac Holding Corp. pursuant to a Warrant Purchase Agreement entered into in connection with the Merger Agreement at a purchase price of $0.176 per warrant. The closing price of PFHC Shares on November 1, 2022, was $22.08 per share. |
| 6. THRC Holdings directly holds the securities of the Issuer. THRC Management, LLC ("THRC Management"), a Texas limited liability company, as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of their respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
| Remarks: |
| s/ Robert J. Willette, Attorney-in-Fact | 11/09/2022 | |
| s/ Robert J. Willette, Attorney-in-Fact | 11/09/2022 | |
| s/ Robert J. Willette, Attorney-in-Fact | 11/09/2022 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||