Statement of Changes in Beneficial Ownership (4)
February 12 2019 - 6:07PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
ROBERTSON CORBIN J JR
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2. Issuer Name
and
Ticker or Trading Symbol
Quintana Energy Services Inc.
[
QES
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
1415 LOUISIANA STREET, SUITE 2900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2018
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock
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2/9/2019
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M
(1)
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11429
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A
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(2)
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123254
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D
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Common stock
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2/13/2018
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A
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0
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A
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(3)
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5345505
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I
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See footnotes
(4)
(5)
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Common stock
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2/13/2018
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A
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0
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A
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(3)
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795018
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I
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See footnotes
(5)
(6)
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Common stock
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2/13/2018
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A
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0
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A
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(3)
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319001
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I
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See footnotes
(5)
(7)
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Common stock
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2/13/2018
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A
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0
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A
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(3)
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2886041
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I
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See footnote
(8)
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Common stock
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2/13/2018
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P
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0
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A
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$10
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100000
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I
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See footnote
(9)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(2)
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2/9/2019
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M
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11429
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(10)
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(10)
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Common stock
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11429.0
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$0
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0
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D
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Explanation of Responses:
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(1)
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Represents the conversion upon vesting of certain restricted stock units into common stock of the Company. On April 18, 2018, the reporting person was granted 11,429 restricted stock units, of which all of the shares subject to the restricted stock units immediately vested on February 8, 2019 in accordance with the Company's 2018 Long Term Incentive Plan. Such restricted stock units were previously reported in Table II on the Form 4 filed with the Securities and Exchange Commission on April 20, 2018.
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(2)
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Each restricted stock unit represents the right to receive, upon vesting, one share of Company common stock.
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(3)
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The reporting person acquired these securities upon the closing of the transactions contemplated by the Master Reorganization Agreement dated February 9, 2018, by and among Quintana Energy Services Inc. and the other parties thereto, which closed on February 13, 2018.
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(4)
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These shares are directly held by Quintana Energy Partners-QES Holdings, L.L.C.
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(5)
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Quintana Energy Partners-QES Holdings, L.L.C. is controlled by Quintana Energy Partners, L.P. The general partner of Quintana Energy Partners, L.P., Quintana Energy Fund-FI, LP and Quintana Energy Fund-TE, LP is Quintana Capital Group, L.P. The sole general partner of Quintana Capital Group, L.P. is Quintana Capital Group GP Ltd. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of Quintana Capital Group GP Ltd.
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(6)
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These shares are directly held by Quintana Energy Fund-FI, LP.
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(7)
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These shares are directly held by Quintana Energy Fund-TE, LP.
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(8)
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These shares are directly held by Robertson QES Investment LLC. The sole manager of Robertson QES Investment LLC is Corbin J. Robertson, Jr.
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(9)
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These shares are directly held by QEP Management Co., L.P. The general partner of QEP Management Co., L.P. is is QEP Management Co. GP, LLC. Corbin J. Robertson, Jr. may be deemed to be a beneficial owner of these shares due to his additional rights regarding the management of QEP Management Co. GP, LLC.
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(10)
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The restricted stock unit award was granted on April 18, 2018 and vested in full on February 9, 2019 pursuant to the Company's 2018 Long Term Incentive Plan.
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Remarks:
Member of 10% stockholder group
Each reporting person disclaims beneficial ownership of all the shares reported in this Form 4 except to the extent of such reporting person's respective pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Corbin J. Robertson, Jr. serves on the board of directors of the Issuer as a representative of the reporting persons. As a result, such reporting persons may be deemed directors by deputization for purposes of Section 16 of the Exchange Act.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROBERTSON CORBIN J JR
1415 LOUISIANA STREET, SUITE 2900
HOUSTON, TX 77002
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X
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X
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See Remarks
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Signatures
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/s/ Max L. Bouthillette, attorney-in-fact
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2/12/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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