Form: 4

Statement of changes in beneficial ownership of securities

September 20, 2019

SEC Form 4
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*
SES Legacy Holdings, LLC

(Last) (First) (Middle)
515 POST OAK BLVD., STE. 200

(Street)
HOUSTON TX 77027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Select Energy Services, Inc. [ WTTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/26/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Class B Common Stock(1) 08/26/2019 J(2)(3) 179,163 D $0 25,847,680 D
Class B Common Stock(1) 09/13/2019 J(3)(4) 7,385,705 D $0 18,461,975 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
SES Holdings LLC Unit (3) 08/26/2019 J(2)(3) 179,163 (3) (3) Class A Common Stock 179,163 $0 25,847,680 D
SES Holdings LLC Unit (3) 09/13/2019 J(3)(4) 7,385,705 (3) (3) Class A Common Stock 7,385,705 $0 18,461,975 D
Explanation of Responses:
1. Each share of Class B common stock of the Issuer has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
2. Reflects the distribution of 179,163 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 179,163 shares of Class B common stock of the Issuer by SES Legacy Holdings, LLC to unitholders of SES Legacy Holdings, LLC.
3. Subject to the terms of the limited liability company agreement of SES Holdings, LLC, by and 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 of the Issuer) are exchangeable from time to time for shares of Class A common stock of the Issuer. The Issuer has the option to deliver cash in lieu of shares of Class A common stock of the Issuer upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right.
4. Reflects the distribution of 7,385,705 SES Holdings LLC Units and 7,385,705 shares of Class B common stock of the Issuer by SES Legacy Holdings, LLC to unitholders of SES Legacy Holdings, LLC.
/s/ John D. Schmitz, Authorized Person of SES Legacy Holdings, LLC 09/20/2019
** 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.