David J. Matlin - Mar 2, 2022 Form 4 Insider Report for U.S. WELL SERVICES, INC. (USWS)

Role
Director
Signature
/s/ Erin C. Simonson, Attorney-in-Fact
Stock symbol
USWS
Transactions as of
Mar 2, 2022
Transactions value $
$0
Form type
4
Date filed
3/4/2022, 10:53 AM
Previous filing
Feb 4, 2022
Next filing
Mar 22, 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) Award +698K 698K Mar 2, 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 697,674 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to the Reporting Person on March 2, 2022 in connection with the entry into that certain Joinder to Senior Secured Term Loan Agreement dated March 1, 2022 (the "Joinder to Credit Agreement") and the extension of a $1.5 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 $1.29 per share, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Reporting Person 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 the Reporting Person, 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.
F4 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 697,674 shares of Class A Common Stock (subject to adjustment for stock splits, combinations, certain distributions or similar events).