Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
______________________
Liberty Oilfield Services Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
53115L 104
(CUSIP Number)
Dianna Rosser Aprile
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(with a copy to)
Jeffrey S. Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
October 7, 2020
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 53115L 104
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Schedule 13D
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Page 2 of 10 Pages
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1.
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Name of Reporting Person
Riverstone/Carlyle Energy Partners IV, L.P.
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||||
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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||||
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3.
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SEC Use Only
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||||
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4.
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Source of Funds (See Instructions)
OO
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||||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
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6.
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Citizenship or Place of Organization
Delaware
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||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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||
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8.
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Shared Voting Power
28,304,996*
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
28,304,996*
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|||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
28,304,996*
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||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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||||
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13.
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Percent of Class Represented by Amount in Row (11)
25.1%**
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||||
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14.
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Type of Reporting Person (See Instructions)
PN
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||||
* Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s
preliminary Schedule 14A filing on October 1, 2020.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 3 of 10 Pages
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1.
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Name of Reporting Person
R/C Energy IV Direct Partnership, L.P.
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||||
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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||||
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3.
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SEC Use Only
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||||
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4.
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Source of Funds (See Instructions)
OO
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||||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
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6.
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Citizenship or Place of Organization
Delaware
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||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
8,531,053*
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
8,531,053*
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|||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
8,531,053*
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||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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||||
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13.
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Percent of Class Represented by Amount in Row (11)
7.6%**
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||||
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14.
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Type of Reporting Person (See Instructions)
PN
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||||
* Represents 8,531,053 Common A Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported
in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 4 of 10 Pages
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1.
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Name of Reporting Person
R/C IV Liberty Holdings, L.P.
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||||
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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||||
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3.
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SEC Use Only
|
||||
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4.
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Source of Funds (See Instructions)
OO
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||||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
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6.
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Citizenship or Place of Organization
Delaware
|
||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
|
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Sole Voting Power
0
|
||
|
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8.
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Shared Voting Power
19,773,943*
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|||
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9.
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Sole Dispositive Power
0
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|||
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10.
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Shared Dispositive Power
19,773,943*
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|||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
19,773,943*
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||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
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||||
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13.
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Percent of Class Represented by Amount in Row (11)
17.5%**
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||||
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14.
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Type of Reporting Person (See Instructions)
PN
|
||||
* Represents 2,586,344 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s
preliminary Schedule 14A filing on October 1, 2020.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 5 of 10 Pages
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1.
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Name of Reporting Person
R/C Energy GP IV, LLC
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||||
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
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||||
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3.
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SEC Use Only
|
||||
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4.
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Source of Funds (See Instructions)
OO
|
||||
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
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6.
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Citizenship or Place of Organization
Delaware
|
||||
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
|
8.
|
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Shared Voting Power
28,304,996*
|
|||
|
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9.
|
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Sole Dispositive Power
0
|
|||
|
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10.
|
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Shared Dispositive Power
28,304,996*
|
|||
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
28,304,996*
|
||||
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
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13.
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Percent of Class Represented by Amount in Row (11)
25.1%**
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||||
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14.
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
|
||||
* Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares.
** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in
the Issuer’s preliminary Schedule 14A filing on October 1, 2020.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 6 of 10 Pages
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Explanatory Note
This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D/A, filed on September 14, 2018, as
amended by Amendment No. 2 to Schedule 13D/A, filed on July 11, 2019, as amended by Amendment No. 3 to Schedule 13D/A, filed on July 23, 2019, as amended by Amendment No. 4 to Schedule 13D/A, filed on November 5, 2019, and as amended by Amendment
No. 5 to Schedule 13D/A, filed on September 3, 2020 (the “Current Schedule 13D”), relating to the Class A common stock, par value $0.01 per
share (the “Common A Shares”), of Liberty Oilfield Services Inc. (the “Issuer”). The Common A Shares and Class B common stock, par value $0.01 per share, of the Issuer (the “Common B
Shares” and, together with the Common A Shares, the “Common Shares”) are treated as a single class for purposes of this Schedule 13D
because they vote together as a single class. Capitalized terms used herein without definition shall have the meaning set forth in the Current Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Current Schedule 13D is hereby amended and supplemented as follows:
On October 7, 2020, R/C IV Liberty Holdings, L.P. (“R/C Liberty”) sold 4,016,965 Common A Shares and R/C Energy IV Direct Partnership, L.P. (“R/C Direct”) sold
1,733,035 Common A Shares at a price of $8.61 per share through BMO Capital Markets Corp. in accordance with Rule 144 under the Securities Act of 1933. In connection with such sale by R/C Liberty, 4,016,965 Units and the related Common B Shares
were redeemed by the Issuer for an equal amount of Common A Shares.
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CUSIP No. 53115L 104
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Schedule 13D
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Page 7 of 10 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:
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(a)
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and (b)
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The below table sets forth the number of Common Shares directly and beneficially owned by each of the Reporting Persons. The shares
directly owned by R/C Direct and R/C Liberty are deemed to be beneficially owned by Riverstone/Carlyle, their general partner, and all of such shares are deemed to be beneficially owned by R/C GP, the general partner of Riverstone/Carlyle.
Accordingly, as indicated with respect to such shares listed as beneficially owned in the below table, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the
disposition of, such shares. None of the Reporting Persons have the sole power to vote or direct the vote, or the sole power to dispose or direct the disposition of, the shares listed in the table below. In addition, by virtue of the Stockholders
Agreement and the other agreements among certain of the Reporting Persons as described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934,
as amended, and Rule 13d-5(1) thereunder. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Shares held by the other Reporting Persons.
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Reporting Persons
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Common A Shares
Owned Directly
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Common B Shares
Owned Directly
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Aggregate Number of Shares
Beneficially Owned
|
Percentage of Class
Beneficially Owned (1)
|
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Riverstone/Carlyle
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0
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0
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28,304,996(2)
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25.1%
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R/C Direct
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8,531,053
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0
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8,531,053
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7.6%
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R/C Liberty
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2,586,344
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17,187,599
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19,773,943
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17.5%
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R/C GP
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0
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0
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28,304,996 (2)
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25.1%
|
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(1)
|
Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s
preliminary Schedule 14A filing on October 1, 2020.
|
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(2)
|
Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares and includes Common Shares directly
owned by R/C Direct and R/C Liberty.
|
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CUSIP No. 53115L 104
|
Schedule 13D
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Page 8 of 10 Pages
|
By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and
the members of the Voting Group (the members of the Voting Group other than any Reporting Persons, the “Non-Riverstone Members”), the
Non-Riverstone Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-Riverstone Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would
have to be satisfied on one or more separate filings. To the extent that any Non-Riverstone Members beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to
the extent permitted by applicable law, beneficial ownership thereof.
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(c)
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None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as
described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.
|
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(d)
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Not applicable.
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(e)
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Not applicable.
|
| ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
|
Item 6 of the Current Schedule 13D is amended and supplemented as follows:
In connection with the sales described in Item 4 above, on October 7, 2020, each
of R/C Direct and R/C Liberty entered into a 30 day Lock-Up Agreement with BMO Capital Markets Corp. Copies of each Lock-Up Agreement are attached as exhibits 7.16 and 7.17 to this Schedule 13D and are incorporated herein by reference.
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CUSIP No. 53115L 104
|
Schedule 13D
|
Page 9 of 10 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Current Schedule 13D is amended and supplemented by adding the following exhibits:
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7.17
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Lock-Up Agreement of R/C Direct.
|
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7.18
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Lock-Up Agreement of R/C Liberty.
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|
CUSIP No. 53115L 104
|
Schedule 13D
|
Page 10 of 10 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete, and correct.
Dated as of October 8, 2020
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
By: R/C Energy GP IV, LLC, its general partner
By: /s/ Peter Haskopoulos
Name: Peter Haskopoulos
Title: Managing Director
R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
By: R/C Energy GP IV, LLC, its general partner
By: /s/ Peter Haskopoulos
Name: Peter Haskopoulos
Title: Managing Director
R/C IV LIBERTY HOLDINGS, L.P.
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
By: R/C Energy GP IV, LLC, its general partner
By: /s/ Peter Haskopoulos
Name: Peter Haskopoulos
Title: Managing Director
R/C ENERGY GP IV, LLC
By: /s/ Peter Haskopoulos
Name: Peter Haskopoulos
Title: Managing Director