Sec Form 13G Filing - Keane Investor Holdings LLC filing for NEXTIER OILFIELD SOLUTIONS INC (NEX) - 2020-01-17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

NEXTIER OILFIELD SOLUTIONS INC.

(Name of Issuer)

COMMON shares, $0.01 par value

(Title of Class of Securities)

65290C105

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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.  65290C105
(1) Names of Reporting Persons.
	Keane Investor Holdings 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		47,263,981**
		(6) Shared Voting Power		0**
		(7) Sole Dispositive Power		47,263,981**
		(8) Shared Dispositive Power		0**

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person	47,263,981**
(10) Check if the Aggregate Amount  in Row  (9) Excludes Certain Shares (See Instructions)    [   ]
(11) Percent of Class Represented by Amount in Row (9)	22.5%*
(12) Type of Reporting Person (See Instructions)   HC

  

** Based on the information set forth in the Quarterly Report on Form 10-Q filed by NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc., the “Company”) with the Securities and Exchange Commission on November 7, 2019, there were 210,225,787 shares of common stock, par value $0.01 per share (the “Shares”), of the Company outstanding as of November 5, 2019. Keane Investor Holdings LLC, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Keane Investor Holdings LLC. As a result, as of December 31, 2019, Keane Investor Holdings LLC is deemed to beneficially own 47,263,981 Shares, or 22.5% of the Shares deemed issued and outstanding pursuant to Rule 13d-3.

  

Item 1(a).  Name Of Issuer

 

	NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc.)
Item 1(b).  Address of Issuer’s Principal Executive Offices
	3990 Rogerdale Rd. Houston, TX 77042
Item 2(a).  Name of Person Filing
	Keane Investor Holdings LLC
Item 2(b).  Address of Principal Business Office or, if None, Residence
	c/o Cerberus Capital Management, L.P. 875 Third Avenue New York, New York 10022

Item 2(c).  Citizenship
	Keane Investor Holdings LLC is a limited liability company organized under the laws of the State of Delaware.
Item 2(d).  Title of Class of Securities
	Common Shares, $0.01 par value per share.
Item 2(e).  CUSIP No.
	65290C105

 

Item 3.  If This Statement Is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:
	Not Applicable.
Item 4.  Ownership:
	(a)     Amount Beneficially Owned:	47,263,981**
	(b)    Percent of Class:	22.5%**
	(c)     Number of Shares as to which such person has:
	(i)     Sole power to vote or to direct the vote:	47,263,981**
	(ii)     Shared power to vote or to direct the vote:	0**

 

 

		(iii)     Sole power to dispose or to direct the disposition of:	47,263,981**
		(iv)     Shared power to dispose or to direct the disposition of:	0**

 

** Based on the information set forth in the Quarterly Report on Form 10-Q filed by NexTier Oilfield Solutions Inc. (formerly Keane Group, Inc., the “Company”) with the Securities and Exchange Commission on November 7, 2019, there were 210,225,787 shares of common stock, par value $0.01 per share (the “Shares”), of the Company outstanding as of November 5, 2019. Keane Investor Holdings LLC, through one or more intermediate entities, possesses the sole power to vote and the sole power to direct the disposition of all securities of the Company beneficially owned by Keane Investor Holdings LLC. As a result, as of December 31, 2019, Keane Investor Holdings LLC is deemed to beneficially own 47,263,981 Shares, or 22.5% of the Shares deemed issued and outstanding pursuant to Rule 13d-3.

 

 

Item 5.  Ownership of Five Percent or Less of a Class
	Not Applicable.
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
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.

  

 

  

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.

  

		January 17, 2020
		/s/ Scott Wille
		Scott Wille
		Authorized Person of Keane Investor Holdings LLC

    

Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)