0001104659-22-026857.txt : 20220224 0001104659-22-026857.hdr.sgml : 20220224 20220224203919 ACCESSION NUMBER: 0001104659-22-026857 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220214 FILED AS OF DATE: 20220224 DATE AS OF CHANGE: 20220224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Downey Elizabeth CENTRAL INDEX KEY: 0001500646 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40147 FILM NUMBER: 22673916 MAIL ADDRESS: STREET 1: 1777 SENTRY PARKWAY WEST, SUITE 302 CITY: BLUE BELL STATE: PA ZIP: 19422 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QualTek Services Inc. CENTRAL INDEX KEY: 0001839412 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 888 SAN CLEMENTE DRIVE, SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-887-0331 MAIL ADDRESS: STREET 1: 888 SAN CLEMENTE DRIVE, SUITE 400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Roth CH Acquisition III Co DATE OF NAME CHANGE: 20210107 3 1 tm227580-9_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2022-02-14 0 0001839412 QualTek Services Inc. QTEK 0001500646 Downey Elizabeth C/O QUALTEK SERVICES INC., 475 SENTRY PARKWAY E, SUITE 200 BLUE BELL PA 19422 0 1 0 0 Chief Administrative Officer Class B Common Stock 166693 I See footnote Class A Units 0.00 Class A Common Stock 166693 I See footnote The securities reported on this Form 3 are held by QualTek Management. Christopher S. Hisey, the Chief Executive Officer of the Registrant, is the managing member of QualTek Management and as such could be deemed to have voting and dispositive power with respect to the shares held by QualTek Management. Represents units in QualTek Management HoldCo, LLC ("QualTek Management"). Each unit in QualTek Management is exchangeable for one common unit in QualTek HoldCo, LLC ("QualTek HoldCo") and one share of Class B Common Stock of QualTek Services Inc. (the "Registrant"), subject to customary adjustments. Pursuant to the Third Amended and Restated Limited Liability Company Agreement, dated February 14, 2022 (the "Third A&R LLCA"), by and among the Registrant and the other parties thereto, each common unit in QualTek HoldCo (together with one share of Class B Common Stock of the Registrant for every common unit) is exchangeable for one share of Class A common stock of the Registrant. Upon exchange of common units of QualTek Holdco, an equal number of shares of Class B Common Stock of the Registrant will be delivered to the Registrant and cancelled for no consideration. Pursuant to the Third A&R LLCA, QualTek HoldCo's common units held by the reporting person are not exchangeable for the Registrant's Class A common stock until the expiration or waiver of certain lock-up periods. Exhibit 24.1 - Power of Attorney /s/ Michael B. Williams, Power of Attorney for Elizabeth Downey 2022-02-24 EX-24.1 2 tm227580d9_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

February 2, 2022

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Paul Kestenbaum and Michael B. Williams, signing singly, as the undersigned’s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(i)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a director, officer or beneficial owner of shares of common stock of QualTek Services Inc., a Delaware corporation (the “Company”), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act;

(ii)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and

(iii)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, 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 such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 and Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

* * * * *

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

		/s/ Elizabeth Downey
		Name: Elizabeth Downey

[Signature Page to Section 16 Power of Attorney]