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
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
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U.S. Well Services, Inc.
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(Name of Issuer)
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Class A Common Shares
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(Title of Class of Securities)
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91274U101
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(CUSIP Number)
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in 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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1
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Names of Reporting Persons.
Millstreet Capital Management LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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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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5 Sole Voting Power
0 shares
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6 Shared Voting Power
5,542,082 shares (See Item 4 below)
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
5,542,082 shares (See Item 4 below)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,542,082 shares (See Item 4 below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (See Item 4 below)
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12
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Type of Reporting Person (See Instructions)
IA
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1
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Names of Reporting Persons.
Brian D. Connolly
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
5,542,082 shares (See Item 4 below)
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
5,542,082 shares (See Item 4 below)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,542,082 shares (See Item 4 below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (See Item 4 below)
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12
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Type of Reporting Person (See Instructions)
HC, IN
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1
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Names of Reporting Persons.
Craig M. Kelleher
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting Power
0 shares
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6 Shared Voting Power
5,542,082 shares (See Item 4 below)
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7 Sole Dispositive Power
0 shares
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8 Shared Dispositive Power
5,542,082 sha
res (See Item 4 below)
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,542,082 shares (See Item 4 below)
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
9.9% (See Item 4 below)
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12
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Type of Reporting Person (See Instructions)
HC, IN
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SCHEDULE 13G
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Item 1
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(a)
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Name of Issuer
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U.S. Well Services, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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1360 Post Oak Boulevard, Suite 1800, Houston, TX 77056
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Item 2
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(a)
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Name of Person Filing
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Millstreet Capital Management LLC
Brian D. Connolly
Craig M. Kelleher
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(b)
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Address of Principal Business Office or, if none, Residence
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Millstreet Capital Management LLC
Brian D. Connolly
Craig M. Kelleher
c/o Millstreet Capital Management LLC
399 Boylston Street, Suite 501
Boston, MA 02116
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(c)
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Citizenship
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Millstreet Capital Management LLC – Delaware
Brian D. Connolly – United States
Craig M. Kelleher – United States
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(d)
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Title of Class of Securities
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Class A Common Shares
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(e)
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CUSIP Number
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91274U101
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[x]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[x]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
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Item 4
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Ownership
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Shares reported herein represent 3,955,547 Class A Common Shares and an additional 1,586,535 Class A Common Shares issuable upon the conversion of Class B Common
Shares, which may be deemed beneficially owned by Millstreet Capital Management LLC (“Millstreet”) in its capacity as investment manager to private investment vehicles. Mr. Connolly and Mr. Kelleher are Managing Members of Millstreet.
Shares reported herein for Mr. Connolly and Mr. Kelleher represent the above referenced shares reported with respect to Millstreet. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the
extent of its or his pecuniary interest therein.
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Item 4(a)
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Amount Beneficially Owned
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Millstreet Capital Management LLC – 5,542,082 shares
Brian D. Connolly – 5,542,082 shares
Craig M. Kelleher – 5,542,082 shares
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Item 4(b)
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Percent of Class
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Millstreet Capital Management LLC – 9.9%
Brian D. Connolly – 9.9%
Craig M. Kelleher – 9.9%
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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(i)
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sole power to vote or to direct the vote
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Millstreet Capital Management LLC – 0 shares
Brian D. Connolly – 0 shares
Craig M. Kelleher – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Millstreet Capital Management LLC – 5,542,082 shares
Brian D. Connolly – 5,542,082 shares
Craig M. Kelleher – 5,542,082 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Millstreet Capital Management LLC – 0 shares
Brian D. Connolly – 0 shares
Craig M. Kelleher – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Millstreet Capital Management LLC – 5,542,082 shares
Brian D. Connolly – 5,542,082 shares
Craig M. Kelleher – 5,542,082 shares
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or
as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and between the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 14, 2020
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MILLSTREET CAPITAL MANAGEMENT LLC
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By: /s/ Brian D. Connolly
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Brian D. Connolly, Managing Member
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Brian D. Connolly
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By: /s/ Brian D. Connolly
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Brian D. Connolly
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Craig M. Kelleher
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By: /s/ Craig M. Kelleher
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Craig M. Kelleher
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