0001048462-22-000006.txt : 20220209 0001048462-22-000006.hdr.sgml : 20220209 20220209160553 ACCESSION NUMBER: 0001048462-22-000006 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220209 DATE AS OF CHANGE: 20220209 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MAMMOTH ENERGY SERVICES, INC. CENTRAL INDEX KEY: 0001679268 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 320498321 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89809 FILM NUMBER: 22607200 BUSINESS ADDRESS: STREET 1: 14201 CALIBER DRIVE STREET 2: SUITE 300 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 BUSINESS PHONE: 405-608-6007 MAIL ADDRESS: STREET 1: 14201 CALIBER DRIVE STREET 2: SUITE 300 CITY: OKLAHOMA CITY STATE: OK ZIP: 73134 FORMER COMPANY: FORMER CONFORMED NAME: Mammoth Energy Services, Inc. DATE OF NAME CHANGE: 20160708 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD CAPITAL LP CENTRAL INDEX KEY: 0001048462 IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 777 SOUTH FLAGLER DRIVE STREET 2: SUITE 602 EAST CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 777 WEST PUTNAM AVENUE STREET 2: 1ST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD CAPITAL LLC DATE OF NAME CHANGE: 20000817 FORMER COMPANY: FORMER CONFORMED NAME: WEXFORD MANAGEMENT LLC DATE OF NAME CHANGE: 19971024 SC 13G/A 1 formsc13ga5.htm WEXFORD CAPITAL 13GA5 02-09-2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)

Mammoth Energy Services, Inc.
(Name of Issuer)


Common Stock, $0.01 par value
__________________________
(Title of Class of Securities)

56155L108
__________________________________________
(CUSIP Number)


December 31, 2021
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£
Rule 13d-1(b)
£
Rule 13d-1(c)
☑
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 56155L108
13G A/5
  
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford Capital LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  □
(b)  □
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
22,240,173
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
22,240,173
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,240,173
.
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
□
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
47.64%
12
TYPE OF REPORTING PERSON
 
PN


CUSIP NO. 56155L108
13G A/5
  
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wexford GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  □
(b)  □
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
22,240,173
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
22,240,173
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,240,173
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
□
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
47.64%
12
TYPE OF REPORTING PERSON
 
OO


CUSIP NO. 56155L108
13G A/5
  
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles E. Davidson
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  □
(b)  □
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
22,240,173
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
22,240,173
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,240,173
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
□
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
47.64%
12
TYPE OF REPORTING PERSON
 
IN

CUSIP NO.  56155L108
13G A/5
  
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph M. Jacobs
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  □
(b)  □
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
22,240,173
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
22,240,173
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
22,240,173
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
□
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
47.64%
12
TYPE OF REPORTING PERSON
 
IN

This Amendment No. 5 (this “Amendment”) modifies and supplements the 13G initially filed on February 8, 2017, as amended by Amendment No. 1 filed on February 14, 2018, Amendment No. 2 filed on February 11, 2019, Amendment No. 3 filed February 14, 2020 and Amendment No. 4 filed on February 5, 2021 (the “Statement”), with respect to common stock, $0.01 par value per share (the “Common Stock”), of Mammoth Energy Services, Inc., a Delaware corporation (the “Company”). Except to the extent supplemented by the information contained in this Amendment, the Statement, as amended as provided herein, remains in full force and effect. Capitalized terms used herein without definition have the respective meanings ascribed to them in the Statement.

Item 1 should be deleted in its entirety and replaced with the following:

Item 1.


 (a)
Name of Issuer:

Mammoth Energy Services, Inc.


 (b)
Address of Issuer’s Principal Executive Offices:

14201 Caliber Drive, Suite 300

Oklahoma City, Oklahoma 73134

Item 2 should be deleted in its entirety and replaced with the following:

Item 2.


 (a)
Name of Persons Filing (collectively, the “Reporting Persons”):

(i)
Wexford Capital LP
(ii)
Wexford GP LLC
(iii)
Charles E. Davidson
(iv)
Joseph M. Jacobs


(b)
Address of Principal Business Office, or, if none, Residence of Reporting Persons:

777 South Flagler Drive, Suite 602 East
West Palm Beach, FL 33401


 (c)
Citizenship:

(i)
Wexford Capital LP – Delaware
(ii)
Wexford GP LLC  - Delaware
(iii)
Charles E. Davidson - United States
(iv)
Joseph M. Jacobs – United States


(d)
Title of Class of Securities:

Common Stock, $0.01 par value


 (e)
CUSIP Number:

 56155L108

Item 4 should be deleted in its entirety and replaced with the following:

Item 4.
Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         See rows (9) and (11) of the cover pages to this Statement for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person.  See rows (5) through (8) of the cover pages to this Statement for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.  The information set forth is on the basis of 46,684,065 shares of Common Stock issued and outstanding as of November 3, 2021, as reported by the Issuer in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 5, 2021.

Wexford Capital LP (“Wexford Capital”) may, by reason of its status as (i) sub-advisor of each of Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst Trading Limited ("WCT") and (ii) manager of MEH SUB LLC (“MEH”, and together with WST and WCT, the “Wexford Entities”), be deemed to own beneficially the securities held by the Wexford Entities. Wexford GP LLC (“Wexford GP”) may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Entities. Each of Charles E. Davidson (“Davidson”) and Joseph M. Jacobs (“Jacobs”) may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by the Wexford Entities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities beneficially owned by the Wexford Entities.  Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities owned by the Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities except, in the case of Davidson and Jacobs, to the extent of any respective pecuniary interests therein.

Item 6 should be deleted in its entirety and replaced with the following:

Item 6.
Ownership of More than Five Percent on Behalf of Another Person

         The Wexford Entities have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: February 9, 2022 COMPANY NAME 

       
 
WEXFORD CAPITAL LP
  
 
By:
Wexford GP LLC, its General Partner
  
       
 
By:
/s/ Arthur Amron
  
 
Name:
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
 
WEXFORD GP LLC
  
       
 
By:
/s/ Arthur Amron
  
 
Name
Arthur Amron
  
 
Title: 
Vice President and Assistant Secretary
  
       
     
 
/s/ Joseph M. Jacobs
  
 
 JOSEPH M. JACOBS
  
     
       
 
/s/ Charles E. Davidson
  
 
 CHARLES E. DAVIDSON