SEC FORM 3/A SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Archer Holdco LLC

(Last) (First) (Middle)
5510 CLARA RD.

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2018
3. Issuer Name and Ticker or Trading Symbol
Quintana Energy Services Inc. [ QES ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/15/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock 8,494,306 I See footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Archer Holdco LLC

(Last) (First) (Middle)
5510 CLARA RD.

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Archer Well Co Inc.

(Last) (First) (Middle)
5510 CLARA RD.

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Archer Assets UK Ltd

(Last) (First) (Middle)
5510 CLARA RD.

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Archer Ltd

(Last) (First) (Middle)
5510 CLARA RD.

(Street)
HOUSTON TX 77041

(City) (State) (Zip)
Explanation of Responses:
1. The reporting persons acquired these securities upon the closing of the transactions contemplated by the Master Reorganization Agreement dated February 9, 2018, by and among the Issuer, Archer Holdco LLC and the other parties thereto.
2. These shares are directly held by Archer Holdco LLC, a wholly-owned subsidiary of Archer Well Company Inc., which is a wholly-owned subsidiary of Archer Assets UK Limited, which is a wholly-owned subsidiary of Archer Limited. Each of Archer Well Company Inc., Archer Assets UK Limited and Archer Limited may be deemed indirect beneficial owners of the reported securities.
Remarks:
Members of 10% stockholder group This Form 3 Amendment is being filed solely for the purpose of reporting the indirect holdings of Archer Assets UK Limited that were not reported on the Form 3 originally filed on February 15, 2018. Each of Dag Skindlo and Gunnar Eliassen serves on the board of directors of the Issuer as a representative of the reporting person. As a result, such reporting persons may be deemed a director by deputization for purposes of Section 16 of the Exchange Act. Each reporting person disclaims beneficial ownership of all the shares reported in this Form 3 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. Exhibit List: Exhibit 24.1 - Power of Attorney (Archer Assets UK Limited)
/s/ Max Bouthillette, attorney-in-fact for Archer Holdco LLC 03/02/2018
/s/ Max Bouthillette, attorney-in-fact for Archer Well Company Inc. 03/02/2018
/s/ Max Bouthillette, attorney-in-fact for Archer Assets UK Limited 03/02/2018
/s/ Max Bouthillette, attorney-in-fact for Archer Limited 03/02/2018
** 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 5 (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.
                               POWER OF ATTORNEY
              FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
                   FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G

The undersigned hereby constitutes and appoints Max L. Bouthillette, Keefer M.
Lehner and Rogers Herndon, or any of them acting without the others, with full
power of substitution, as the undersigned's true and lawful attorney-in-fact to:

        (1)  Execute for and on behalf of the undersigned, a Form ID (including
             amendments thereto), or any other forms prescribed by the
             Securities and Exchange Commission (the "SEC"), that may be
             necessary to obtain codes and passwords enabling the undersigned to
             make electronic filings with the SEC of the forms referenced in
             clause (2) below;

        (2)  Execute for and on behalf of the undersigned, any (a) Form 3, Form
             4 and Form 5 (including amendments thereto) in accordance with
             Section 16(a) of the Securities Exchange Act of 1934, as amended
             (the "Exchange Act"), and the rules thereunder, (b) Form 144
             (including amendments thereto), in accordance with Rule 144 of the
             Securities Act of 1933, as amended (the "Securities Act"), and the
             rules thereunder, and (c) Schedule 13D and Schedule 13G (including
             amendments thereto) in accordance with Sections 13(d) and 13(g) of
             the Exchange Act, but only to the extent each form or schedule
             relates to the undersigned's beneficial ownership of securities of
             Quintana Energy Services Inc. or any of its subsidiaries;

        (3)  Do and perform any and all acts for and on behalf of the
             undersigned that may be necessary or desirable to complete and
             execute any Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D
             or Schedule 13G (including amendments thereto) and timely file the
             forms or schedules with the SEC and any stock exchange or quotation
             system, self-regulatory association or any other authority, and
             provide a copy as required by law or advisable to such persons as
             the attorney-in-fact deems appropriate; and

        (4)  Take any other action in connection with the foregoing that, in the
             opinion of the attorney-in-fact, may be of benefit to, in the best
             interest of or legally required of the undersigned, it being
             understood that the documents executed by the attorney-in-fact on
             behalf of the undersigned pursuant to this Power of Attorney shall
             be in the form and shall contain the terms and conditions as the
             attorney-in-fact may approve in the attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein.  The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Quintana Energy
Services Inc. assuming) any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify
and hold harmless Quintana Energy Services Inc. and the attorney-in-fact against
any losses, claims, damages or liabilities (or actions in these respects) that
arise out of or are based upon any untrue statements or omissions of necessary
facts in the information provided by or at the direction of the undersigned, or
upon the lack of timeliness in the delivery of information by or at the
direction of the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Quintana
Energy Services Inc. and agrees to reimburse Quintana Energy Services Inc. and
the attorney-in-fact on demand for any legal or other expenses reasonably
incurred in connection with investigating or defending against any such loss,
claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by
Quintana Energy Services Inc., unless earlier revoked by the undersigned in a
signed writing delivered to the attorney-in-fact.  This Power of Attorney does
not revoke any other power of attorney that the undersigned has previously
granted.

                            [Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

Dated: February 26, 2018
                                        ARCHER ASSETS UK LIMITED



                                        By:/s/ Robin Brice
                                           ------------------------------------
                                        Name:  Robin Brice
                                        Title: Director