Crestview Partners II GP, L.P. - May 7, 2021 Form 4 Insider Report for Select Energy Services, Inc. (WTTR)

Role
Director, 10%+ Owner
Signature
By: Crestview, L.L.C., the general partner of the Designated Filer, by: /s/ Ross A. Oliver, General Counsel
Stock symbol
WTTR
Transactions as of
May 7, 2021
Transactions value $
$0
Form type
4
Date filed
6/4/2021, 05:19 PM
Next filing
May 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WTTR Class A Common Stock Award $0 +27K +0.7% $0.00 3.88M May 7, 2021 See Footnotes F1, F2, F4, F5, F6
holding WTTR Class B Common Stock 16.2M May 7, 2021 See Footnotes F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents an award of 27,036 restricted shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Robert V. Delaney, Jr. under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the "Plan"). The restricted Class A Shares are scheduled to vest on May 7, 2022, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Delaney, Jr. has assigned all rights, title and interest in the restricted Class A Shares granted to him to Crestview Advisors, L.L.C.
F2 Includes (i) 3,802,972 Class A Shares directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B"), (ii) 27,036 outstanding restricted Class A Shares granted under the Plan to Mr. Delaney, Jr. (as described in Footnote 1 above) and (iii) 50,334 Class A Shares held by Crestview Advisors, L.L.C. that were delivered upon the vesting of awards of restricted Class A Shares previously granted under the Plan to Mr. Delaney, Jr. and Adam J. Klein.
F3 Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES" and, together with Crestview II SES B and Crestview Advisors, L.L.C., the "Crestview Entities") through SES Legacy Holdings, LLC ("Legacy Holdings").
F4 Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares held by Crestview II SES B and Crestview Advisors, L.LC. and the Class B Shares and Common LLC Units of SES Holdings, LLC (a subsidiary of the Issuer) indirectly held by Crestview II SES. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Common LLC Units held by the Crestview Entities, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the Chairman of the investment committee.
F5 Mr. Delaney, Jr. is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing Crestview Entities.
F6 Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Remarks:

Exhibit 99 - Joint Filer Information