THRC Holdings, LP - Mar 1, 2022 Form 4 Insider Report for U.S. WELL SERVICES, INC. (USWS)

Role
10%+ Owner
Signature
/s/ Matthew Wilks, Attorney-in-Fact
Stock symbol
USWS
Transactions as of
Mar 1, 2022
Transactions value $
$0
Form type
4
Date filed
3/14/2022, 03:33 PM
Previous filing
Feb 9, 2022
Next filing
May 3, 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 Warrants (right to buy) Purchase +6.98M 6.98M Mar 1, 2022 Class A Common Stock 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 Reflects the issuance by the Issuer of 6,976,744 warrants ("Warrants") exercisable for shares of Class A Common Stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), on March 1, 2022 in connection with the entry into that certain Joinder to Senior Secured Term Loan Agreement dated March 1, 2022 and the extension of a $10 million term loan to a subsidiary of the Issuer, and pursuant to the applicable Warrant Agreement (the "Warrant Agreement").
F2 In accordance with the Warrant Agreement, the exercise price of the Warrants is $1.10 per share, subject to adjustment. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by THRC Holdings at any time prior to expiration in accordance with the terms of the Warrant Agreement. The Warrants expire on March 1, 2028.
F3 Upon exercise by THRC Holdings, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of Class A Common Stock as reported during the ten trading day period ending on the second trading day prior to the date on which the notice of exercise is delivered to the warrant agent and (ii) the then-applicable exercise price, in each case, at the time of exercise. As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will the Warrants be exercisable for more than 6,976,744 shares of Class A Common Stock, subject to adjustment.
F4 The Warrants are directly owned by THRC Holdings. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment power over securities beneficially owned by THRC Holdings, and therefore may be deemed to share beneficial ownership of such securities. Dan H. Wilks, as sole Manager of THRC Management, together with his Spouse, Staci Wilks, who share the same household, may be deemed to exercise voting and investment control over securities beneficially owned by THRC Holdings, and therefore may be deemed to share beneficial ownership of such securities. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.