Statement of Changes in Beneficial Ownership (4)
July 28 2020 - 5:20PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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
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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
*
Geveran Investments Ltd |
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)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
(SEE REMARKS) |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/28/2020 |
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(Street)
(SEE REMARKS)
(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)
___ Form filed by One Reporting Person
_
X
_ 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 | 7/28/2020 | | J(1) | | 2000000 | D | (1) | 0 | I | See Footnotes (2)(4) |
| Common Stock | 7/28/2020 | | J(1) | | 4602688 | D | (1) | 0 | I | See Footnotes (3)(4) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | These securities were disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 3, 2020, by and among Quintana Energy Services Inc. (the "Issuer"), KLX Energy Services Holdings, Inc., a Delaware corporation ("KLXE"), Krypton Intermediate LLC, a Delaware limited liability company and indirect wholly owned subsidiary of KLXE, and Krypton Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of KLXE, whereby each share of Issuer common stock was cancelled and converted into the right to receive 0.0969 shares of KLXE common stock having a market value of $2.00 per share, the closing price on the day prior to the effective date of the merger, as provided in the Merger Agreement. Accordingly, Famatown Finance Limited and Geveran Investments Limited acquired 193,800 and 446,000 shares of KLXE common stock in the merger, respectively. |
| (2) | These shares are directly held by Famatown Finance Limited. |
| (3) | These shares are directly held by Geveran Investments Limited. |
| (4) | Famatown Finance Limited and Geveran Investments Limited are wholly-owned subsidiaries of Greenwich Holdings Limited. C.K. Limited is the trustee of various trusts established by John Fredriksen for the benefit of his immediate family members, which trusts are the sole shareholders of Greenwich Holdings Limited. Greenwich Holdings Limited, C.K. Limited and Mr. Fredriksen may be deemed to beneficially own the shares held by Geveran Investments Limited and Famatown Finance Limited. |
Remarks:
Exit filing for former members 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. The address for the reporting persons other than Mr. Fredriksen is Deana Beach Apartments Block 1, 4th Floor, Promachon Eleftherias Street Agios Athanasios, Limassol 4103, Cyprus. The address for Mr. Fredriksen is c/o Seatankers Consultancy Services (UK) Limited, 15 Sloane Square, London SW1W 8ER, United Kingdom. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Geveran Investments Ltd
(SEE REMARKS)
(SEE REMARKS) |
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| See Remarks |
Famatown Finance Ltd
(SEE REMARKS)
(SEE REMARKS) |
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| See Remarks |
GREENWICH HOLDINGS LTD.
(SEE REMARKS)
(SEE REMARKS) |
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| See Remarks |
C.K. Ltd
(SEE REMARKS)
(SEE REMARKS) |
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| See Remarks |
Fredriksen John
(SEE REMARKS)
(SEE REMARKS) |
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| See Remarks |
Signatures
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| /s/ Spyros Episkopou, Director for Geveran Investments Limited | | 7/28/2020 |
| **Signature of Reporting Person | Date |
| /s/ Spyros Episkopou, Director for Famatown Finance Limited | | 7/28/2020 |
| **Signature of Reporting Person | Date |
| /s/ Spyros Episkopou, Director for Greenwich Holdings Limited | | 7/28/2020 |
| **Signature of Reporting Person | Date |
| /s/ Spyros Episkopou, Director for C.K. Limited | | 7/28/2020 |
| **Signature of Reporting Person | Date |
| /s/ John Fredriksen | | 7/28/2020 |
| **Signature of Reporting Person | Date |
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