8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2020

NexTier Oilfield Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37988	38-4016639
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

3990 Rogerdale Rd.
Houston,	Texas	77042
(Address of principal executive offices)		(Zip Code)

(713) 325-6000

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol	Name of Each Exchange On Which Registered
Common Stock, $0.01, par value	NEX	New York Stock Exchange

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 27, 2020, the board of directors of NexTier Oilfield Solutions Inc. (the "Company") adopted the First Amendment to Bylaws to update the Bylaws to reflect the Company's current name, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 (d) Exhibits

Exhibit No.	Description
3.1*	First Amendment to Bylaws.

* Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2020	NEXTIER OILFIELD SOLUTIONS INC.
	/s/ KEVIN MCDONALD
	Name:	Kevin McDonald
	Title:	Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

EX-3.1

Exhibit 3.1    

FIRST AMENDMENT TO THE BYLAWS OF

KEANE GROUP, INC.

(Adopted October 27, 2020)

This FIRST AMENDMENT to the Bylaws of Keane Group, Inc. (the “First Amendment”), a Delaware corporation (the “Corporation”), is made as of this 27th day of October 2020, by the Board of Directors of the Corporation (the “Board”). Capitalized terms used in this First Amendment but not defined herein shall have the meanings given to such terms in the Bylaws of Keane Group, Inc. in existence as of the date of this First Amendment (the “Bylaws”).

WHEREAS, on October 31, 2019, the Corporation changed its name to “NexTier Oilfield Solutions Inc.”; and

WHEREAS, after due consideration, the Board believes that it is advisable and in the best interests of the Corporation to ensure consistent referencing to the Corporation in its Bylaws;

NOW THEREFORE, the Board hereby adopts follows changes to the Bylaws:

1. The definition of “Corporation” is hereby deleted in its entirety and the following is substituted therefore:

“Corporation” shall mean NexTier Oilfield Solutions Inc., a Delaware corporation.

2. Any other references in the Bylaws to “Keane Group, Inc.” are hereby amended to be “NexTier Oilfield Solutions Inc.”

3. Except for the provisions of the Bylaws that are expressly amended by this First Amendment, the Bylaws shall remain in full force without change.

XML

Cover Page	Nov. 02, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 27, 2020
Entity Registrant Name	NexTier Oilfield Solutions Inc.
Entity Central Index Key	0001688476
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37988
Entity Tax Identification Number	38-4016639
Entity Address, Address Line One	3990 Rogerdale Rd.
Entity Address, City or Town	Houston,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77042
City Area Code	713
Local Phone Number	325-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01, par value
Trading Symbol	NEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false