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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
| U.S. Well Services, Inc. |
| (Name of Issuer) |
| CLASS A COMMON STOCK, PAR VALUE $0.0001 |
| (Title of Class of Securities) |
| 91274U 101 |
| (CUSIP Number) |
| December 24, 2018 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | 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.
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).
| CUSIP No. 91274U 101 | 13G | Page 2 of 5 Pages |
| 1. | Names of Reporting Persons Matlin & Partners Acquisition Sponsor LLC | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power 125,000 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 125,000 | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 125,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| 11. | Percent of Class Represented by Amount in Row (9) 0.2%(1) | |
| 12. | Type of Reporting Person (See Instructions) OO |
(1) Based on 50,079,676 shares of U.S. Well Services, Inc.’s (the “Issuer”) Class A common stock, par value $0.0001, issued and outstanding as of December 19, 2018 as reported in the Issuer’s Amendment No. 1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 19, 2018.
| CUSIP No. 91274U 101 | 13G | Page 3 of 5 Pages |
| Item 1. | ||
| (a) | Name of Issuer U.S. Well Services, Inc. | |
| (b) |
Address of Issuer’s Principal Executive Offices Houston, TX 77056 | |
| Item 2. | ||
| (a) | Name of Person Filing Matlin & Partners Acquisition Sponsor LLC | |
| (b) |
Address of Principal Business Office or, if none, Residence New York, NY 10022 | |
| (c) | Citizenship Delaware | |
| (d) | Title of Class of Securities Class A Common Stock, $0.0001 par value per share. | |
| (e) | CUSIP Number 91274U 101 | |
| Item 3. | 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: | ||
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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); | |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); | |
| (k) | o |
Group, in accordance with § 240.13d–1(b)(1)(ii)(K).
| |
| If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |||
| CUSIP No. 91274U 101 | 13G | Page 4 of 5 Pages |
| Item 4. | Ownership |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
| (a) |
Amount beneficially owned: 125,000 | ||
| (b) |
Percent of class: 0.2% | ||
| (c) |
Number of shares as to which the person has:
| ||
| (i) | Sole power to vote or to direct the vote 125,000 | ||
| (ii) | Shared power to vote or to direct the vote 0 | ||
| (iii) |
Sole power to dispose or to direct the disposition of
| ||
| (iv) |
Shared power to dispose or to direct the disposition of
| ||
| Item 5. | Ownership of Five Percent or Less of a Class | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group |
| Not applicable. | |
| CUSIP No. 91274U 101 | 13G | Page 5 of 5 Pages |
| Item 10. | Certification |
Not applicable.
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: January 3, 2019
MATLIN & PARTNERS ACQUISITION SPONSOR LLC,
a Delaware limited liability company
/s/ David J. Matlin | |
| Signature | |
David J. Matlin, Director | |
| Name/Title |