Riverstone/Carlyle Energy Partners IV, L.P. - 10 Jun 2021 Form 4 Insider Report for Liberty Oilfield Services Inc. (LBRT)

Role
Director
Signature
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P. By: R/C ENERGY GP IV, LLC, its general partner, /s/ Peter Haskopoulos
Issuer symbol
LBRT
Transactions as of
10 Jun 2021
Net transactions value
-$186,959,939
Form type
4
Filing time
10 Jun 2021, 18:03:33 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction LBRT Class A Common Stock Sale $56,349,242 -3,707,187 -100% $15.20 0 10 Jun 2021 See footnotes F1, F2, F3, F5
transaction LBRT Class A Common Stock Award +6,918,142 6,918,142 10 Jun 2021 See footnotes F1, F2, F4, F5, F6
transaction LBRT Class A Common Stock Sale $130,610,697 -8,592,809 -100% $15.20 0 10 Jun 2021 See footnotes F1, F2, F4, F5
transaction LBRT Class B Common Stock Disposed to Issuer $0 -6,918,142 -100% $0.000000* 0 10 Jun 2021 See footnotes F1, F2, F4, F5, F7

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 LBRT Units Disposed to Issuer +6,918,142 0 10 Jun 2021 Class A Common Stock 6,918,142 See footnotes F1, F2, F4, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Riverstone/Carlyle Energy Partners IV, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein.
F2 (Continued from footnote 1) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.
F3 Shares held directly by R/C Direct.
F4 Shares held directly by R/C IV Liberty.
F5 Riverstone/Carlyle RP IV directly holds no shares.
F6 Represents securities issued in redemption of the parallel Units (as defined below).
F7 Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.
F8 "Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.
F9 The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date.

Remarks:

Previously, each reporting person herein may have been deemed a director by deputization for the purposes of Section 16 of the Exchange Act as a result of a now-terminated board designee right under that certain Amended and Restated Stockholders Agreement, dated as of December 13, 2020, by and among the Issuer, certain of the Reporting Persons and the other parties thereto, pursuant to which Brett Staffieri was appointed to the Issuer's board of directors.