CUSIP No. 91274U 200
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stock splits, combinations, certain distributions or similar
events) until March 1, 2028. The 2022 Warrants are required to
be net settled in stock on a cashless basis based on the difference
between (i) the volume weighted average price of the
Class A Common Stock as reported during the ten trading day
period ending on the second trading day prior to the date on which
the notice of exercise is delivered to the warrant agent and
(ii) the then-applicable exercise price, in each case, at the
time of exercise. As a result, the number of shares of Class A
Common Stock issuable upon exercise of the 2022 Warrants cannot be
determined at this time, though in no event will the 2022 Warrants
be exercisable for more than 697,674 shares of Class A Common
Stock (subject to adjustment for stock splits, combinations,
certain distributions or similar events).
On March 1, 2022, in connection with the issuance of the 2022
Warrants, the Reporting Person entered into amendment to the
Registration Rights Agreement dated February 28, 2022 (as so
amended, the “2022 Warrant Registration Rights Agreement”) with the
Issuer and certain other holders of warrants listed on the
signature pages thereto. The 2022 Warrant Registration Rights
Agreement includes customary provisions relating to, among other
things, “demand” registration rights and “piggy-back” registration
rights. Pursuant to the 2022 Warrant Registration Rights
Agreements, the Issuer will have certain obligations to register
for resale under the Securities Act all or any portion of the
shares of Class A Common Stock that the holders may acquire
upon the exercise or exchange of the 2022 Warrants.
The foregoing descriptions of the Credit Agreement Amendment, the
Loan Agreement Joinder, the 2022 Warrant Agreement, the 2022
Warrant Registration Rights Agreement and the 2022 Warrant
Registration Rights Agreement Amendment do not purport to be
complete and are subject to, and qualified in their entirety by,
the full text of such documents, copies of which are being
incorporated by reference as Exhibits 99.14, 99.15, 99.16,
99.17 and 99.18, respectively, in Item 7 of this Statement and are
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Items 5(a), 5(b) and 5(c) of the Original Schedule 13D are hereby
amended and restated to read in their entirety as follows:
(a)- (b) The responses to Items 7—13 of the cover pages of this
Schedule 13D/A are incorporated herein by reference. The Reporting
Person beneficially owns 697,674 shares of Class A Common
Stock representing 6.8% of the Class A Common Stock. The
Reporting Person has the sole power to vote and dispose of all the
Class A Common Stock owned by the Reporting Person. The
percentage in Item 13 of the cover page is based on 52,351,768
shares of issued and outstanding shares of Class A Common
Stock as of November 1, 2021 (as reported on the Issuer’s
Quarterly Report on Form 10-Q for the quarter ending
September 30, 2021).
(c) Except as described in this Schedule 13D/A, there have been no
transactions effected with respect to the Common Stock by the
Reporting Person within the past 60 days of the date hereof.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended and
supplemented to incorporate by reference the additional information
set forth in Items 4 and 5 of this Amendment.
Item 7. Material to Be Filed as Exhibits.
99.14 Consent and Sixth Amendment to the Senior Secured Term Loan
Credit Agreement, dated February 28, 2022, among U.S. Well
Services, LLC, U.S. Well Services, Inc., USWS Fleet 10, LLC, USWS
Fleet 11, LLC, USWS Holdings LLC, CLMG Corp., as administrative
agent and collateral agent, and the lenders party thereto
(incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the
Issuer with the Securities and Exchange Commission on March 3,
99.15 Joinder to Senior Secured Term Loan Credit Agreement, dated
as of March 1, 2022, by and among the Term Loan Parties, THRC
Holdings, LP, David Matlin, Peter Schoels, and CLMG Corp.
(incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed by the
Issuer on March 3, 2022).