4: Statement of changes in beneficial ownership of securities
Published on May 16, 2018
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) 05/14/2018 | ||||||||||||||||||||||||||
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 | 05/14/2018 | M(1) | 28,063 | A | $0 | 40,706 | D | |||
Class B Common Stock(2) | 05/14/2018 | M | 28,063 | D | $0 | 0 | I | By SES Legacy Holdings, LLC(3) |
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 | ||||||||
SES Holdings LLC Units | (4) | 05/14/2018 | M | 28,063 | (4) | (4) | Class A Common Stock | 28,063 | (4) | 0 | I | By SES Legacy Holdings, LLC(3) |
Explanation of Responses: |
1. Reflects the distribution from SES Legacy Holdings, LLC, to the Reporting Person, of 28,063 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 28,063 shares of Class B common stock of the Issuer and the exchange of such SES Holdings LLC Units and Class B common stock for an equal number of shares of Class A common stock of the Issuer. |
2. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. |
3. Represents 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held directly by SES Legacy Holdings, LLC for which the Reporting Person may be deemed to be the beneficial owner. The Reporting Person generally has the right to acquire beneficial ownership of such 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held by SES Legacy Holdings, LLC at his election pursuant to the SES Legacy Holdings, LLC limited liability company agreement. |
4. Subject to the terms of the limited liability company agreement of SES Holdings, LLC among SES Legacy Holdings, LLC and the other members thereof, the SES Holdings LLC Units (together with a corresponding number of shares of Class B common stock) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of SES Holdings, LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right. |
/s/ Michael Skarke by Adam R. Law, as Attorney-in-Fact | 05/16/2018 | |
** 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.