4: Statement of changes in beneficial ownership of securities
Published on May 12, 2020
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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
Select Energy Services, Inc. [ WTTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/08/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 05/08/2020 | A | 23,744(1) | A | $0 | 3,853,306 | I | See Footnotes(2)(4)(5)(6) | ||
| Class B Common Stock | 16,221,101 | I | See Footnotes(3)(4)(5)(6) | |||||||
| 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) | ||||
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| 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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1. Name and Address of Reporting Person*
(Street)
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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. Represents an award of 23,744 restricted shares of Class A Common Stock of the Issuer ("Class A Shares") granted to Robert V. Delaney, Jr. under the Select Energy Services, Inc. 2016 Equity Incentive Plan (as amended, the "Plan"). The restricted Class A Shares are scheduled to vest on May 8, 2021, subject to the terms of the Plan and the applicable award agreement issued thereunder. Mr. Delaney, Jr. has assigned all rights, title and interest in the restricted Class A Shares granted to him to Crestview Advisors, L.L.C. |
| 2. Includes (i) 3,802,972 Class A Shares directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B"), (ii) 23,744 outstanding restricted Class A Shares granted under the Plan to Mr. Delaney, Jr. (as described in Footnote 1 above) and (iii) 26,590 Class A Shares held by Crestview Advisors, L.L.C. that were delivered upon the vesting of awards of restricted Class A Shares previously granted under the Plan to Mr. Delaney, Jr. and Adam J. Klein. |
| 3. Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES" and, together with Crestview II SES B and Crestview Advisors, L.L.C., the "Crestview Entities") though SES Legacy Holdings, LLC ("Legacy Holdings"). |
| 4. Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the Class A Shares held by Crestview SES II B and Crestview Advisors, L.LC. and the Class B Shares and Common LLC Units of SES Holdings, LLC (a subsidiary of the Issuer) indirectly held by Crestview II SES. Crestview Partners II GP, L.P. exercises voting and dispositive power over the foregoing Class A Shares, Class B Shares and Common LLC Units held by the Crestview Entities, which decisions are made by the investment committee of Crestview Partners II GP, L.P. and the Chairman of the investment committee. |
| 5. Mr. Delaney, Jr. is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing Crestview Entities. |
| 6. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. |
| Remarks: |
| Exhibit 99 - Joint Filer Information |
| By: Crestview, L.L.C., the general partner of the Designated Filer, by: /s/ Ross A. Oliver, General Counsel | 05/12/2020 | |
| ** 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.