Beal Financial Corp - Jun 25, 2021 Form 4 Insider Report for U.S. WELL SERVICES, INC. (USWS)

Role
Other*
Signature
/s/ Jacob Cherner, as Authorized Signatory of Beal Financial Corporation
Stock symbol
USWS
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
7/2/2021, 12:54 PM
Previous filing
May 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding USWS Class A Common Stock 9.49M Jun 25, 2021 See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Beal Financial Corp is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 is jointly filed by Beal Financial Corporation ("BFC") and D. Andrew Beal (each a "Reporting Person" and together, the "Reporting Persons"). D. Andrew Beal controls BFC through ownership of 100% of the common stock of BFC. Therefore, each of D. Andrew Beal and BFC may be deemed to have indirect beneficial ownership of the securities of U.S Well Services, Inc. (the "Issuer") directly held by LNV Corporation ("LNV"), LPP Mortgage, Inc. ("LPP"), and CXA-10 Corporation dba CSG Investment Finance, Inc. ("CXA"). Each Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of such Reporting Person's respective pecuniary interest therein.
F2 The Reporting Persons are beneficial owners of 9.75% of the Issuer's Class A Common Stock. This percentage is calculated based on (i) 93,377,516 shares of Class A Common Stock issued and outstanding as of June 24, 2021 as represented by the Issuer in the Purchase Agreement, dated June 24, 2021, by and among the Issuer and the other parties thereto, filed as Exhibit 10.1 to the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 24, 2021 (the "PIK Note Purchase Agreement"), plus (ii) 3,959,577 shares of Class A Common Stock issuable upon conversion of 1,050 shares of Series B Preferred Stock. The calculation assumes conversion of all of LNV's and LPP's Series B Preferred Stock into 3,959,577 shares of Class A Common Stock as of June 24, 2021 combined with CXA's 5,529,622 shares of Class A Common Stock. Holders of Series B Preferred Stock are entitled to voting rights as set forth in the Certificate of Designations of the Series B Preferred Stock.

Remarks:

Power of Attorney is attached here to as Exhibit 24. The reporting person's beneficial ownership has fallen below ten percent. As a result, the reporting person is no longer subject to Section 16 in connection with its transactions in the equity securities of U.S. Well Services, Inc. and therefore will no longer report any such transactions on Form 4 or Form 5.