Farris Wilks - Jul 12, 2021 Form 4 Insider Report for U.S. WELL SERVICES, INC. (USWS)

Role: 10%+ Owner
Signature: /s/ Matthew Wilks, as attorney-in-fact
Stock symbol: USWS
Transactions as of: Jul 12, 2021
Transactions value $: $2,750,000
Form type: 4
Date filed: 7/14/2021, 07:56 PM
Previous filing: Jul 9, 2021
Next filing: May 19, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	USWS	16.0% Convertible Senior Secured PIK	Purchase	$2.75M				$2.75M	Jul 12, 2021	Class A Common Stock	2.2M		Direct	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 4 is being filed to report that, on July 12, 2021, the Reporting Person purchased an aggregate of $2,750,000 in principal amount of 16.0% Convertible Senior Secured (Third Lien) PIK Notes of the Issuer (the "Notes"), that are convertible into shares of Class A Common Stock, pursuant to a Note Purchase Agreement, dated June 24, 2021 (the "Note Purchase Agreement"). The Notes are convertible by the Reporting Person at any time prior to the payment in full of all outstanding principle and interest due under the Notes.
F2	Subject to earlier conversion or redemption in accordance with their terms, the Notes will become due and payable on June 5, 2026 (the "Maturity Date") in a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes (together with the accrued but unpaid interest on the Notes) as of the Maturity Date, by (b) the volume weighted average price of Class A Common Stock for the 20 trading day period immediately preceding the Maturity Date (or in such other manner as determined pursuant to the terms of the Note Purchase Agreement).
F3	All or any portion of the Notes may be converted at the election of the holder thereof at any time into a number of shares of Class A Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $1.25, which such conversion price is subject to certain anti-dilution adjustments in accordance with its terms.
F4	This number represents the number of shares of Class A Common Stock issuable upon conversion of the Notes if the holder thereof elects to convert the Notes based on the principal amount of the Notes and the conversion price applicable to the Notes.