0001615817-19-000104.txt : 20191112 0001615817-19-000104.hdr.sgml : 20191112 20191112171201 ACCESSION NUMBER: 0001615817-19-000104 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191031 FILED AS OF DATE: 20191112 DATE AS OF CHANGE: 20191112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRIVER WILLIAM D. CENTRAL INDEX KEY: 0001526092 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37988 FILM NUMBER: 191210742 MAIL ADDRESS: STREET 1: 10375 RICHMOND AVENUE STREET 2: SUITE 2000 CITY: HOUSTON STATE: TX ZIP: 77042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTIER OILFIELD SOLUTIONS INC. CENTRAL INDEX KEY: 0001688476 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3990 ROGERDALE RD. CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 713-325-6000 MAIL ADDRESS: STREET 1: 3990 ROGERDALE RD. CITY: HOUSTON STATE: TX ZIP: 77042 FORMER COMPANY: FORMER CONFORMED NAME: Keane Group, Inc. DATE OF NAME CHANGE: 20161025 3 1 wf-form3_157359670654601.xml FORM 3 X0206 3 2019-10-31 0 0001688476 NEXTIER OILFIELD SOLUTIONS INC. NEX 0001526092 DRIVER WILLIAM D. 3990 ROGERDALE RD. HOUSTON TX 77042 0 1 0 0 SVP, Product Lines Common Stock 28851 D Restricted Stock Unit 0.0 Common Stock 34270.0 D Performance Shares 0.0 Common Stock 27416.0 D Includes 5,328 shares of restricted stock scheduled to vest on February 5, 2020, and 11,127 shares of restricted stock scheduled to vest in equal amounts annually on December 13 over the next two years, subject to the grantee's continued service to the issuer through such date, as well as certain treatment upon the occurrence of certain termination events. At the effective time of the merger pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among C&J Energy Services, Inc. ("C&J"), NexTier Oilfield Solutions Inc. (previously Keane Group, Inc., "NexTier") and King Merger Sub Corp., a wholly owned subsidiary of NexTier ("Merger Sub"), each outstanding C&J restricted stock unit was assumed by NexTier and converted into an award with respect to a number of shares of NexTier common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such restricted stock unit and (y) 1.6149. The award subject to a three year ratable vesting starting on the first anniversary of the grant date, which was December 11, 2018, subject to the grantee's continued employment with or provision of services to the issuer or its affiliates through each vesting date, as well as certain treatment upon the occurrence of certain termination events; the restricted share units may be settled in stock (default) and/or cash at each vesting as determined in the sole discretion of the Compensation Committee of the Board of Directors. At the effective time of the merger pursuant to the Merger Agreement, each outstanding performance share, other than a vested performance share, was assumed by NexTier and converted into an award with respect to a number of shares of NexTier common stock (rounded down to the nearest whole share) equal to the product of (x) the number of shares of C&J common stock subject to such performance share and (y) the 1.6149. Pursuant to the Merger Agreement, the performance shares will vest at the target level of achievement on December 11, 2021, the third anniversary of the grant date. Valorie Wanner, attorney in fact 2019-11-12 EX-24 2 wdriverpoa.htm DRIVER POA

                    POWER OF ATTORNEY
For Managing Form ID and Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
Known by all these present, that the undersigned hereby constitutes and appoints each of Kevin McDonald, Valorie Wanner and Safieh Hill,
signing severally and not jointly, with full power of substitution, the undersigned?s true and lawful attorney-in-fact (herein so called) to:

1.    prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the United States Securities and Exchange
Commission (the SEC) a Form ID, Uniform Application for Access Codes to File on EDGAR and any other documents necessary or appropriate to
obtain or maintain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules thereunder (collectively,  the Exchange Act), or any other rule or regulation
of the SEC;

2.    execute for and on behalf of the undersigned (a) Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the
Exchange Act , (b) Form 144 and (c) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange
Act, but only to the extent each such form or schedule relates to the undersigned's beneficial ownership of securities of NexTier Oilfield Solutions Inc.
or any of its affiliates, subsidiaries or successors (collectively, NexTier);

3.    do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Form 144 or Schedule 13D or 13G (including amendments thereto) and timely file such Forms or Schedules with the SEC and any stock
exchange, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact
deems appropriate; and

4.    take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-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 the attorney-in-fact may approve in
the attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all 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 each such attorney-in-fact,
or such attorney-in-facts substitutes or substitute, 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 each of the foregoing attorney-in-fact, and their substitutes, in serving in such capacity at the request
of the undersigned, are not assuming (nor is NexTier) any of the undersigned?s responsibilities to comply with Section 16 of the Exchange Act.

The undersigned hereby agrees that each such attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify and hold harmless NexTier and each such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in
the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of
the undersigned, to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Forms 3, 4 or 5, Form 144 or Schedule 13D or 13G
(including amendments thereto) and agrees to reimburse NexTier and such attorney-in-fact on demand for any legal or other expenses reasonably incurred in
connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the undersigned's holdings of and transactions in securities issued by NexTier, unless
earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes all other powers of
attorney that the undersigned has previously granted concerning the matters described herein.

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

    Signed by: /s/William Driver

    Date: 10/31/2019