FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/17/2018 |
3. Issuer Name and Ticker or Trading Symbol
Liberty Oilfield Services Inc. [ LBRT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 466,711 | I | See Footnotes(1)(2) |
Class A Common Stock | 1,458,116 | I | See Footnotes(1)(3) |
Class B Common Stock | 3,317,126 | I | See Footnotes(1)(2) |
Class B Common Stock | 10,363,489 | I | See Footnotes(1)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
LLC Units(4) | (5) | (5) | Class A Common Stock | 3,317,126(6) | (5) | I | See Footnotes(1)(2) |
LLC Units(4) | (5) | (5) | Class A Common Stock | 10,363,489(6) | (5) | I | See Footnotes(1)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Robert Day, the sole shareholder of Oakmont Corporation ("Oakmont"), and Oakmont, which is a member and the administrator of each of Laurel Road, LLC ("Laurel 1") and Laurel Road II, LLC ("Laurel 2"), may be deemed to have an indirect pecuniary interest in the securities held directly by Laurel 1 and Laurel 2. In accordance with Instruction 5(b)(iv), the entire amount of the securities held by each of Laurel 1 and Laurel 2 are reported herein. 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. |
2. Shares held directly by Laurel 1. |
3. Shares held directly by Laurel 2. |
4. "Units" means ownership interests in Liberty Oilfield Services New HoldCo LLC ("Liberty LLC"). Liberty Oilfield Services Inc. (the "Issuer") is the sole managing member of Liberty LLC. |
5. 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. |
6. 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. |
Remarks: |
/s/ Peter Carlton, by Power of Attorney | 01/26/2018 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |