Justin Jacobs - May 9, 2023 Form 4 Insider Report for NATURAL GAS SERVICES GROUP INC (NGS)

Role: Director
Signature: /s/ Justin C. Jacobs
Stock symbol: NGS
Transactions as of: May 9, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/11/2023, 06:51 PM
Previous filing: May 8, 2023
Next filing: Jul 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NGS	Common Stock	Other	$0	+9.47K		$0.00	9.47K	May 9, 2023	Direct	F2
holding	NGS	Common Stock						912K	May 9, 2023	See footnote	F1

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

Explanation of Responses:

Id	Content
F1	The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). The Reporting Person is a management committee director of Mill Road Capital III GP LLC (the "GP"), which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
F2	Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to the Reporting Person in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Person that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, the Reporting Person has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Content

The shares reported are directly held by Mill Road Capital III, L.P. (the "Fund"). The Reporting Person is a management committee director of Mill Road Capital III GP LLC (the "GP"), which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.

Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to the Reporting Person in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Person that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, the Reporting Person has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.