FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc. [ QES ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/13/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock | 02/13/2018 | D | 1,000 | D | (1) | 0 | I | By QES Holdco LLC(1) | ||
Common stock | 02/13/2018 | A | 11,825 | A | (2) | 11,825(3) | D | |||
Common stock | 02/13/2018 | P | 100,000 | A | $10 | 111,825(3) | D | |||
Common stock | 02/13/2018 | A | 5,345,505 | A | (2) | 5,345,505 | I | See footnotes(4)(5) | ||
Common stock | 02/13/2018 | A | 795,018 | A | (2) | 795,018 | I | See footnotes(4)(6) | ||
Common stock | 02/13/2018 | A | 319,001 | A | (2) | 319,001 | I | See footnotes(4)(7) | ||
Common stock | 02/13/2018 | A | 2,886,041 | A | (2) | 2,886,041 | I | See footnote(8) | ||
Common stock | 02/13/2018 | P | 100,000 | A | $10 | 100,000 | I | See footnote(9) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. QES Holdco LLC was a holding company created to facilitate the transactions contemplated by the Master Reorganization Agreement dated February 9, 2018, by and among Quintana Energy Services Inc. and the other parties thereto, which closed on February 13, 2018 (the "Reorganization Agreement"). Pursuant to the transactions contemplated by the Reorganization Agreement, in a transaction exempt under Section 16b-7, these shares of common stock were returned to the Issuer and cancelled. As a result, QES Holdco LLC is no longer subject to Section 16. |
2. The reporting person acquired these securities upon the closing of the transactions contemplated by the Reorganization Agreement. |
3. These shares are directly held by Corbin J. Robertson, Jr. |
4. Quintana Energy Partners-QES Holdings, L.L.C. is controlled by Quintana Energy Partners, L.P. The general partner of Quintana Energy Partners, L.P., Quintana Energy Fund-FI, LP and Quintana Energy Fund-TE, LP is Quintana Capital Group, L.P. The sole general partner of Quintana Capital Group, L.P. is Quintana Capital Group GP Ltd. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of Quintana Capital Group GP Ltd. |
5. These shares are directly held by Quintana Energy Partners-QES Holdings, L.L.C. |
6. These shares are directly held by Quintana Energy Fund-FI, LP. |
7. These shares are directly held by Quintana Energy Fund-TE, LP. |
8. These shares are directly held by Robertson QES Investment LLC. The sole manager of Robertson QES Investment LLC is Corbin J. Robertson, Jr. |
9. These shares are directly held by QEP Management Co., L.P. The general partner of QEP Management Co., L.P. is is QEP Management Co. GP, LLC. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of QEP Management Co. GP, LLC. |
Remarks: |
Member of 10% stockholder group Each reporting person disclaims beneficial ownership of all the shares reported in this Form 4 except to the extent of such reporting person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Corbin J. Robertson, Jr. serves on the board of directors of the Issuer as a representative of the reporting persons. As a result, such reporting persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act. |
/s/ D. Rogers Herndon, attorney-in-fact for QES Holdco LLC | 02/15/2018 | |
/s/ D. Rogers Herndon, attorney-in-fact for Corbin J. Robertson, Jr. | 02/15/2018 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |