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>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Pioneer Energy Services LLC
(f/k/a Pioneer Energy Services Corp.)
|
|
(Name of Issuer)
|
|
|
| Common Stock, par value $0.001 per share |
|
(Title of Class of Securities)
|
|
|
| 723664207 |
|
(CUSIP Number)
|
|
|
|
December 31, 2021
|
|
(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)
☒ 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. 723664207
|
SCHEDULE 13G
|
Page 2 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ascribe Capital LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
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||
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|
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|||
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|
|
||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
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Delaware
|
|
|
|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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0
|
|
|
|||
|
|
|
||||
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6
|
SHARED VOTING POWER
|
|
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||
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0
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|||
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|
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||||
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7
|
SOLE DISPOSITIVE POWER
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||
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0
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|||
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|
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||||
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8
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SHARED DISPOSITIVE POWER
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||
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0
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|||
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|
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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||
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0
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|||
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|
|
||||
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10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|
|||
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|
|
||||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
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0%
|
|
|
|||
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|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
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IA, OO
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|||
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||||
|
CUSIP No. 723664207
|
SCHEDULE 13G
|
Page 3 of 10 Pages
|
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1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
American Securities LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
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3
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SEC USE ONLY
|
|
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||
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|
|
|
|||
|
|
|
||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
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||
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Delaware
|
|
|
|||
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|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
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6
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SHARED VOTING POWER
|
|
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||
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0
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|||
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|
|
||||
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7
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SOLE DISPOSITIVE POWER
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||
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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0
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|||
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|
||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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||
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0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
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0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
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|
|
||||
|
CUSIP No. 723664207
|
SCHEDULE 13G
|
Page 4 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ascribe III Investments LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
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6
|
SHARED VOTING POWER
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||
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0
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|||
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|
|
||||
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7
|
SOLE DISPOSITIVE POWER
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||
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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||
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0
|
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|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
|
CUSIP No. 723664207
|
SCHEDULE 13G
|
Page 5 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ascribe Opportunities Fund III, L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 723664207
|
SCHEDULE 13G
|
Page 6 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ascribe Opportunities Fund III(B), L.P.
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN
|
|
|
|||
|
|
|
||||
|
CUSIP No. 723664207
|
SCHEDULE 13G
|
Page 7 of 10 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
Ascribe Associates III, LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(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
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0%
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
&#
xA0;
|
Item 1(a).
|
Name of Issuer
|
Pioneer Energy Services LLC (f/k/a Pioneer Energy Services Corp.)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices
|
14624 N. Scottsdale Road, Suite #300
Scottsdale, Arizona 85254
|
Item 2(a).
|
Name of Person Filing
|
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to herein as the “Reporting
Persons”:
|
(i)
|
Ascribe Capital LLC, a Delaware limited liability company;
|
|
(ii)
|
American Securities LLC, a Delaware limited liability company;
|
|
(iii)
|
Ascribe III Investments LLC, a Delaware limited liability company;
|
|
(iv)
|
Ascribe Opportunities Fund III, L.P., a Delaware limited partnership;
|
|
(v)
|
Ascribe Opportunities Fund III(B), L.P., a Delaware limited partnership; and
|
|
(vi)
|
Ascribe Associates III LLC, a Delaware limited liability company.
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence
|
The address of the principal business office of each of the Reporting Persons is:
c/o American Securities LLC
299 Park Avenue, 34th Floor
New York NY 10171.
|
Item 2(c).
|
Citizenship
|
See Item 4 of the attached cover pages.
|
Item 2(d).
|
Title of Class of Securities
|
Common Stock, par value $0.001 per share
|
Item 2(e).
|
CUSIP Number:
|
723664207
|
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:
|
Not Applicable.
|
Item 4.
|
Ownership
|
The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for purposes of Section 13 of the Act, the beneficial
owner of the Common Stock reported herein.
|
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 following ☑
|
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.
|
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.
Dated: February 16, 2022
|
Ascribe Capital LLC
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
American Securities LLC
|
||||
|
By:
|
/s/ Michael G. Fisch
|
|||
|
Name:
|
Michael G. Fisch
|
|||
|
Title:
|
Chief Executive Officer
|
|||
|
Ascribe III Investments LLC
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Opportunities Fund III, L.P.
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Opportunities Fund III(B), L.P.
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Associates III, LLC
|
||||
|
By American Securities LLC, its managing member
|
||||
|
By:
|
/s/ Michael G. Fisch
|
|||
|
Name:
|
Michael G. Fisch
|
|||
|
Title:
|
Chief Executive Officer
|
|||
EXHIBIT 1
JO
INT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATE: February 16, 2022
|
Ascribe Capital LLC
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
American Securities LLC
|
||||
|
By:
|
/s/ Michael G. Fisch
|
|||
|
Name:
|
Michael G. Fisch
|
|||
|
Title:
|
Chief Executive Officer
|
|||
|
Ascribe III Investments LLC
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Opportunities Fund III, L.P.
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Opportunities Fund III(B), L.P.
|
||||
|
By Ascribe Capital LLC, its investment manager
|
||||
|
By:
|
/s/ Eric L. Schondorf
|
|||
|
Name:
|
Eric L. Schondorf
|
|||
|
Title:
|
General Counsel
|
|||
|
Ascribe Associates III, LLC
|
||||
|
By American Securities LLC, its managing member
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By:
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/s/ Michael G. Fisch
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Name:
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Michael G. Fisch
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Title:
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Chief Executive Officer
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