0001209191-19-014246.txt : 20190227 0001209191-19-014246.hdr.sgml : 20190227 20190227193635 ACCESSION NUMBER: 0001209191-19-014246 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190225 FILED AS OF DATE: 20190227 DATE AS OF CHANGE: 20190227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soter Capital, LLC CENTRAL INDEX KEY: 0001703043 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639842 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Soter Capital Holdings, LLC CENTRAL INDEX KEY: 0001702983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639843 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PE Soter Holdings, LLC CENTRAL INDEX KEY: 0001702990 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639844 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Capital Soter Partners, L.P. CENTRAL INDEX KEY: 0001702980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639845 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 712-1850 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Partners III, LLC CENTRAL INDEX KEY: 0001676358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639846 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Platinum Equity Investment Holdings III, LLC CENTRAL INDEX KEY: 0001676357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639847 BUSINESS ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 228-9602 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY ADVISORS, LLC STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PLATINUM EQUITY LLC CENTRAL INDEX KEY: 0001228754 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639848 BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3107121195 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Tom CENTRAL INDEX KEY: 0001471783 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08038 FILM NUMBER: 19639849 MAIL ADDRESS: STREET 1: C/O PLATINUM EQUITY STREET 2: 360 NORTH CRESCENT DRIVE, SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KEY ENERGY SERVICES INC CENTRAL INDEX KEY: 0000318996 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 042648081 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 713-651-4300 MAIL ADDRESS: STREET 1: 1301 MCKINNEY STREET STREET 2: SUITE 1800 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: KEY ENERGY GROUP INC DATE OF NAME CHANGE: 19950217 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ENVIRONMENTAL GROUP INC DATE OF NAME CHANGE: 19921228 FORMER COMPANY: FORMER CONFORMED NAME: YANKEE COMPANIES INC DATE OF NAME CHANGE: 19891012 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2019-02-25 2019-02-27 0 0000318996 KEY ENERGY SERVICES INC KEG 0001703043 Soter Capital, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001702983 Soter Capital Holdings, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001702990 PE Soter Holdings, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001702980 Platinum Equity Capital Soter Partners, L.P. 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001676358 Platinum Equity Partners III, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001676357 Platinum Equity Investment Holdings III, LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001228754 PLATINUM EQUITY LLC 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 0001471783 Gores Tom 360 NORTH CRESCENT DRIVE SOUTH BUILDING BEVERLY HILLS CA 90210 0 0 1 0 Common Stock 2019-02-25 4 P 0 228335 2.07 A 10028965 D Common Stock 2019-02-26 4 P 0 25184 2.28 A 10054149 D The price reported in Column 4 is a weighted average price. The reporting person undertakes to provide KEG, any security holder of KEG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth above. Includes 9,800,630 shares issued to Soter Capital, LLC ("Soter) in connection with issuer's emergence from bankruptcy on December 15, 2016 and Soter's participation in the related rights offering. Soter Capital Holdings, LLC ("SCH") is the sole member of Soter and may be deemed to beneficially own the common stock beneficially owned by Soter. PE Soter Holdings, LLC ("PESH") holds a majority membership interest in SCH and may be deemed to beneficially own the common stock beneficially owned by SCH. Platinum Equity Capital Soter Partners, L.P. ("PECSP") holds a majority membership interest in PESH and may be deemed to beneficially own the common stock beneficially owned by PESH. Platinum Equity Partners III, LLC ("PEP III") is the general partner of PECSP and may be deemed to beneficially own the common stock beneficially owned by PECSP. (Continued from Footnote 3) Platinum Equity Investment Holdings III, LLC ("PEIH III") is the senior managing member of PEP III and may be deemed to beneficially own the common stock beneficially owned by PEP III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the common stock beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the shares of common stock held by each of the entities listed above with respect to which he does not have a pecuniary interest. Includes 228,335 shares that were purchased on February 25, 2019. The original Form 4 incorrectly listed a "D" in Line 1 of Table 1, Box 4 above and a "D" in Line 2 of Table 1, Box 4. This Form 4 will amend both Lines 1 and 2 in Table 1, Box 4 to read "A". See Exhibit 99.1 - Signatures 2019-02-27 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

SIGNATURES

Dated: February 27, 2019

SOTER CAPITAL, LLC

By:	/s/ Mary Ann Sigler
-------------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

SOTER CAPITAL HOLDINGS, LLC

By:	/s/ Mary Ann Sigler
----------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

PE SOTER HOLDINGS, LLC

By:	/s/ Mary Ann Sigler
--------------------------------
Name:  Mary Ann Sigler
Title:  President and Treasurer

PLATINUM EQUITY CAPITAL SOTER PARTNERS, L.P.
By:  Platinum Equity Partners III, LLC, its general partner
By:  Platinum Equity Investment Holdings III, LLC, its senior managing member

By:	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY PARTNERS III, LLC
By:  Platinum Equity Investment Holdings III, LLC, its senior managing member

By:	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY INVESTMENT HOLDINGS III, LLC

By:	/s/ Mary Ann Sigler
--------------------------------------
Name:  Mary Ann Sigler
Title:  Vice President and Treasurer

PLATINUM EQUITY, LLC

By: 	/s/ Mary Ann Sigler
---------------------------------------
Name:  Mary Ann Sigler
Title:  Executive Vice President, Chief Financial Officer and Treasurer

Tom Gores

/s/ Mary Ann Sigler
---------------------------------------
Mary Ann Sigler
Attorney-in-Fact







[Signature Page to Form 4]