SEC FORM 4

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^*

Riverstone/Carlyle Energy Partners IV, L.P.

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liberty Oilfield Services Inc. [ LBRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/17/2018		A		79,317	A	⁽¹⁾	79,317	D⁽²⁾⁽³⁾
Class A Common Stock	01/17/2018		A		4,379,762	A	⁽¹⁾	4,379,762	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	01/17/2018		A		15,560,022	A	⁽¹⁾	15,560,022	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Class B Common Stock	01/17/2018		A		569,696	A	⁽¹⁾	569,696	D⁽²⁾⁽³⁾
Class B Common Stock	01/17/2018		A		31,457,724	A	⁽¹⁾	31,457,724	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	01/17/2018		D		812⁽⁶⁾	D	$16.065⁽⁷⁾	78,505	D⁽²⁾⁽³⁾
Class A Common Stock	01/17/2018		D		44,825⁽⁶⁾	D	$16.065⁽⁷⁾	4,334,937	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾
Class A Common Stock	01/17/2018		S		300,541⁽⁶⁾	D	$16.065⁽⁷⁾	15,259,481	I	See Footnotes⁽²⁾⁽³⁾⁽⁵⁾
Class B Common Stock	01/17/2018		D		11,724	D	⁽⁸⁾	557,972	D⁽²⁾⁽³⁾
Class B Common Stock	01/17/2018		D		647,374	D	⁽⁸⁾	30,810,350	I	See Footnotes⁽²⁾⁽³⁾⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Units⁽⁹⁾	⁽¹⁰⁾	01/17/2018		A		569,696		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	569,696⁽¹¹⁾	⁽¹⁰⁾	569,696	D⁽²⁾⁽³⁾
Units	⁽¹⁰⁾	01/17/2018		A		31,457,724		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	31,457,724⁽¹¹⁾	⁽¹⁰⁾	31,457,724	I	See Footnotes⁽²⁾⁽³⁾⁽¹²⁾
Units	⁽¹⁰⁾	01/17/2018		D		11,724		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	11,724⁽¹¹⁾	⁽¹⁰⁾	557,972	D⁽²⁾⁽³⁾
Units	⁽¹⁰⁾	01/17/2018		D		647,374		⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	647,374⁽¹¹⁾	⁽¹⁰⁾	30,810,350	I	See Footnotes⁽²⁾⁽³⁾⁽¹²⁾

1. Name and Address of Reporting Person^*

Riverstone/Carlyle Energy Partners IV, L.P.

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

R/C Energy IV Direct Partnership, L.P.

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

R/C IV Liberty Holdings, L.P.

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

R/C Energy GP IV, LLC

(Last)

(First)

(Middle)

C/O RIVERSTONE HOLDINGS LLC

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Such reporting person acquired these securities in accordance with that certain Master Reorganization Agreement, dated January 11, 2018, by and among Liberty Oilfield Services Inc. (the "Issuer"), such reporting person and the other parties thereto, based on the 5-day volume weighted average price of Class A Common Stock of at least $20 per share.

2. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of R/C Energy GP IV, LLC ("R/C GP IV"), which is the sole general partner of Riverstone/Carlyle Energy Partners IV, L.P. ("Riverstone/Carlyle EP IV"), and Riverstone/Carlyle EP IV, which is the sole general partner of each of R/C Energy IV Direct Partnership, L.P. ("R/C Direct") and R/C IV Liberty Holdings, L.P. ("R/C IV Liberty"), may be deemed to have an indirect pecuniary interest in the securities held directly by R/C Direct and R/C IV Liberty. In accordance with Instruction 4(b)(iv), the entire amount of the securities held by each of Riverstone/Carlyle EP IV, R/C Direct and R/C IV Liberty are reported herein.

3. (Continued from footnote 2) Each reporting person disclaims beneficial ownership of any securities that are not directly owned by such reporting person, except to the extent of their indirect pecuniary interest therein. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person.

4. Shares held directly by R/C IV Liberty.

5. Shares held directly by R/C Direct.

6. Represents securities sold in connection with the exercise of the underwriters' over-allotment option in connection with the initial public offering of shares of Class A Common Stock of the Issuer.

7. Represents the price to the public less underwriting discounts and commissions.

8. Represents securities forfeited for no additional consideration upon repurchase of the parallel Units.

9. "Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). The Issuer is the sole managing member of Liberty LLC.

10. The limited liability company agreement of Liberty LLC provides certain holders of Units with certain rights to cause Liberty LLC to acquire all or a portion of the Units (the "Redemption Right") for, at Liberty LLC's election, (a) shares of Class A Common Stock at a redemption ratio of one share of Class A Common Stock for each Unit redeemed, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions, or (b) an equivalent amount of cash based on the 30-day volume weighted average price of Class A Common Stock ending on the trading day that is immediately prior to the date that the Redemption Right is exercised. The Units and the right to exercise the Redemption Right have no expiration date.

11. Such reporting person holds a number of shares of Class B Common Stock of the Issuer equal to the number of Units held by such reporting person.

12. Units held directly by R/C IV Liberty.

Remarks:

Each of Ken Babcock, N. John Lancaster, Jr., Jesal Shah and Brett Staffieri serve on the board of directors of the Issuer as a representative of the reporting persons. As a result, each reporting person herein may be deemed a director by deputization for the purposes of Section 16 of the Exchange Act.

	RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P., By: R/C ENERGY GP IV, LLC, its general partner, NAME: /s/ Thomas Walker	01/19/2018
	** 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).
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