SC 13D/A 1 r41617880.htm SCHEDULE 13D/A, AMENDMENT #8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)*
_________________

Liberty Oilfield Services Inc.
(Name of Issuer)

Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)

53115L 104
(CUSIP Number)

Dianna Rosser Aprile
c/o Riverstone Holdings, LLC
712 Fifth Avenue, 19th Floor
New York, New York 10019
(212) 993-0076
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(with a copy to)

Jeffrey S. Hochman
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

March 11, 2021
(Date of Event Which Requires Filing of Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐

* 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 disclosures provided in a prior cover page.

The information required on 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. 53115L 104
Schedule 13D
Page 2 of 9 Pages

1.
Name of Reporting Person

Riverstone/Carlyle Energy Partners IV, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
3.
SEC Use Only
4.
Source of Funds
OO
5.
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
12,299,996*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
12,299,996*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,299,996*
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.
Percent of Class Represented by Amount in Row (11)
6.9%**
14.
Type of Reporting Person (See Instructions)
PN


* Represents 5,381,854 Common A Shares and 6,918,142 Common B Shares.
** Based on an aggregate of 165,068,515 Common A Shares and 14,472,440 Common B Shares outstanding at February 19, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on February 24, 2021.

CUSIP No. 53115L 104
Schedule 13D
Page 3 of 9 Pages

1.
Name of Reporting Person

R/C Energy IV Direct Partnership, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
3.
SEC Use Only
4.
Source of Funds
OO
5.
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
3,707,187*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
3,707,187*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
3,707,187*
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
2.1%**
14.
Type of Reporting Person (See Instructions)
PN


* Represents 3,707,187 Common A Shares.
** Based on an aggregate of 165,068,515 Common A Shares and 14,472,440 Common B Shares outstanding at February 19, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on February 24, 2021.

CUSIP No. 53115L 104
Schedule 13D
Page 4 of 9 Pages

1.
Name of Reporting Person

R/C IV Liberty Holdings, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
3.
SEC Use Only
4.
Source of Funds
OO
5.
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
8,592,809*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
8,592,809*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
8,592,809*
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by Amount in Row (11)
4.8%**
14.
Type of Reporting Person (See Instructions)
PN

* Represents 1,674,667 Common A Shares and 6,918,142 Common B Shares.
** Based on an aggregate of 165,068,515 Common A Shares and 14,472,440 Common B Shares outstanding at February 19, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on February 24, 2021.

CUSIP No. 53115L 104
Schedule 13D
Page 5 of 9 Pages

 
1.
Name of Reporting Person

R/C Energy GP IV, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☒
3.
SEC Use Only
4.
Source of Funds
OO
5.
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) □
6.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
12,299,996*
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
12,299,996*
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
12,299,996*
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) □
13.
Percent of Class Represented by Amount in Row (11)
6.9%**
14.
Type of Reporting Person (See Instructions)
OO (Limited Liability Company)


* Represents 5,381,854 Common A Shares and 6,918,142 Common B Shares.
** Based on an aggregate of 165,068,515 Common A Shares and 14,472,440 Common B Shares outstanding at February 19, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on February 24, 2021.

CUSIP No. 53115L 104
Schedule 13D
Page 6 of 9 Pages
Explanatory Note

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D/A, filed on September 14, 2018, as amended by Amendment No. 2 to Schedule 13D/A, filed on July 11, 2019, as amended by Amendment No. 3 to Schedule 13D/A, filed on July 23, 2019, as amended by Amendment No. 4 to Schedule 13D/A, filed on November 5, 2019, as amended by Amendment No. 5 to Schedule 13D/A, filed on September 3, 2020, as amended by Amendment No. 6 to Schedule 13D/A, filed on October 9, 2020, and as amended by Amendment No. 7 to Schedule 13D/A, filed on February 11, 2021 (the “Current Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Common A Shares”), of Liberty Oilfield Services Inc. (the “Issuer”). The Common A Shares and Class B common stock, par value $0.01 per share, of the Issuer (the “Common B Shares” and, together with the Common A Shares, the “Common Shares”) are treated as a single class for purposes of this Schedule 13D because they vote together as a single class. Capitalized terms used herein without definition shall have the meaning set forth in the Current Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Current Schedule 13D is hereby amended and supplemented as follows:

On March 3, 2021, R/C Direct sold 393,323 Common A Shares and R/C Liberty sold 911,677 Common A Shares at a price of $11.24 per share, to Morgan Stanley & Co. LLC (“Morgan Stanley”) pursuant to an option granted under that certain underwriting agreement dated as of February 8, 2021 (the “Underwriting Agreement”), by and among the Issuer, Liberty LLC, R/C Direct, R/C Liberty and the Morgan Stanley.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 7.19 to the Current Schedule 13D and is incorporated herein by reference.

On March 11, 2021, R/C Direct sold 1,808,385 Common A Shares and R/C Liberty sold 4,191,615 Common A Shares at a price of $13.40 per share through Morgan Stanley in accordance with Rule 144 under the Securities Act of 1933.  In connection with such sale by R/C Liberty, 4,191,615 Units and the related Common B Shares were redeemed by the Issuer for an equal amount of Common A Shares.


CUSIP No. 53115L 104
Schedule 13D
Page 7 of 9 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:


 (a)
and (b)

The below table sets forth the number of Common Shares directly and beneficially owned by each of the Reporting Persons.  The shares directly owned by R/C Direct and R/C Liberty are deemed to be beneficially owned by Riverstone/Carlyle, their general partner, and all of such shares are deemed to be beneficially owned by R/C GP, the general partner of Riverstone/Carlyle.  Accordingly, as indicated with respect to such shares listed as beneficially owned in the below table, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the disposition of, such shares.  None of the Reporting Persons have the sole power to vote or direct the vote, or the sole power to dispose or direct the disposition of, the shares listed in the table below.  In addition, by virtue of the Stockholders Agreement and the other agreements among certain of the Reporting Persons as described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended, and Rule 13d-5(1) thereunder. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Shares held by the other Reporting Persons.
 
 
 
Reporting Persons
 
 
Common A Shares Owned Directly
 
 
Common B Shares Owned Directly
 
Aggregate Number of Shares
Beneficially Owned
 
 
Percentage of Class
Beneficially Owned (1)
 
Riverstone/Carlyle
 
0
 
0
 
12,299,996(2)
 
6.9%
R/C Direct
3,707,187
0
3,707,187
2.1%
R/C Liberty
1,674,667
6,918,142
8,592,809
4.8%
R/C GP
0
0
12,299,996(2)
6.9%


(1)
Based on an aggregate of 165,068,515 Common A Shares and 14,472,440 Common B Shares outstanding at February 19, 2021, as reported in the Issuer’s Annual Report on Form 10-K filed on February 24, 2021.


(2)
Represents 5,381,854 Common A Shares and 6,918,142 Common B Shares and includes Common Shares directly owned by R/C Direct and R/C Liberty.

CUSIP No. 53115L 104
Schedule 13D
Page 8 of 9 Pages

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and the members of the Voting Group (the members of the Voting Group other than any Reporting Persons, the “Non-Riverstone Members”), the Non-Riverstone Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-Riverstone Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that any Non-Riverstone Members beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.


 (c)
None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as described in Item 4 of this Amendment No. 8 and Items 4 and 6 of the Current Schedule 13D which information is incorporated herein by reference.


(d)
Not applicable.


(e)
Not applicable.





CUSIP No. 53115L 104
Schedule 13D
Page 9 of 9 Pages

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Dated as of March 15, 2021

   
 
RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By: /s/ Peter Haskopoulos                                                     
 
Na me: Peter Haskopoulos
 
Title: Managing Director
   
 
R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
   
 
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By: /s/ Peter Haskopoulos                                                     
 
Name: Peter Haskopoulos
 
Title: Managing Director
   
 
R/C IV LIBERTY HOLDINGS, L.P.
   
 
By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
   
 
By: R/C Energy GP IV, LLC, its general partner
   
   
 
By: /s/ Peter Haskopoulos                                                     
 
Name: Peter Haskopoulos
 
Title: Managing Director
   
 
R/C ENERGY GP IV, LLC
   
   
 
By: /s/ Peter Haskopoulos                                                     
 
Name: Peter Haskopoulos
 
Title: Managing Director