Angelo Gordon & Co., L.P. - Sep 13, 2021 Form 3 Insider Report for U.S. WELL SERVICES, INC. (USWS)

Role: 10%+ Owner
Signature: /s/ Christopher D. Moore, as Attorney-in-Fact for Josh Baumgarten and Adam Schwartz, Managing Members of AG GP LLC, Managing Members of Angelo, Gordon & Co., L.P.
Stock symbol: USWS
Transactions as of: Sep 13, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 04:12 PM
Previous filing: Jan 12, 2022
Next filing: May 2, 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
holding	USWS	Series A Redeemable Convertible Preferred Stock							Sep 13, 2021	Class A Common Stock	1M	$6.67	See Footnote	F1, F2
holding	USWS	Convertible Senior Secured (Third Lien) PIK Note							Sep 13, 2021	Class A Common Stock	9.5M		See Footnote	F2, F3
holding	USWS	Convertible Senior Secured (Third Lien) PIK Note							Sep 13, 2021	Class A Common Stock	15.2M	$1.25	See Footnote	F2, F4
holding	USWS	Warrants for Class A Common Stock (Right to Buy)							Sep 13, 2021	Class A Common Stock	1.96M	$7.66	See Footnote	F2

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

Explanation of Responses:

Id	Content
F1	The Series A Redeemable Convertible Preferred Stock has no expiration date.
F2	These securities are held directly by AG Energy Funding, LLC ("AG Energy Funding") for which Angelo, Gordon & Co, L.P. ("Angelo Gordon") is the manager. Josh Baumgarten and Adam Schwartz are the managing members of AG GP LLC ("AG GP"), which is the sole general partner of Angelo Gordon. Each of Messrs. Baumgarten and Schwartz, and AG GP may be deemed to control Angelo Gordon. Each of Angelo Gordon, AG GP and Messrs. Baumgarten and Schwartz disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein and this report shall not be deemed to be an admission that any of Angelo Gordon, AG GP, Mr. Baumgarten or Mr. Scwhartz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3	AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of U.S. Well Services, Inc. (the "Common Stock") equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $2, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note was not able to be converted unless the Issuer filed a listing application with the Nasdaq Capital Market and that application had been approved. Such application was approved on September 13, 2021. In addition, the convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or certain other Nasdaq rules.
F4	AG Energy Funding may convert the convertible note during its term into a number of shares of Class A Common Stock of Common Stock equal to the outstanding principal and accrued but unpaid interest divided by a conversion price of $1.25, subject to adjustment. If the convertible note is outstanding as of maturity, the convertible note will automatically be converted into shares of Common Stock using the volume weighted average price. The convertible note may not be converted if the conversion would result in violations of Nasdaq Capital Market's change of control or shareholder approval limitations.