Statement of Changes in Beneficial Ownership (4)
February 14 2020 - 5:20PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
SES Legacy Holdings, LLC |
2. Issuer Name and Ticker or Trading Symbol
Select Energy Services, Inc.
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WTTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1233 WEST LOOP SOUTH, SUITE 1400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2019 |
(Street)
HOUSTON, TX 77027
(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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Class B common stock (1) | 12/23/2019 | | J(2)(3) | | 2240874 | D | $0 | 16221101 | D | |
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 |
SES Holdings LLC Unit | (3) | 12/23/2019 | | J (2)(3) | | 2240874 | | (3) | (3) | Class A Common Stock | 2240874 | $0 | 16221101 | D | |
Explanation of Responses: |
(1) | Each share of Class B common stock of the Issuer has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally. |
(2) | Reflects the distribution of 2,240,874 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 2,240,874 shares of Class B common stock of the Issuer by SES Legacy Holdings, LLC to unitholders of SES Legacy Holdings, LLC. |
(3) | Subject to the terms of the limited liability company agreement of SES Holdings, LLC, by and among SES Legacy Holdings, LLC and the other members thereof, the SES Holdings LLC Units (together with a corresponding number of shares of Class B common stock of the Issuer) are exchangeable from time to time for shares of Class A common stock of the Issuer. The Issuer has the option to deliver cash in lieu of shares of Class A common stock of the Issuer upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SES Legacy Holdings, LLC 1233 WEST LOOP SOUTH, SUITE 1400 HOUSTON, TX 77027 |
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Signatures
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/s/ John D. Schmitz, Authorized Person of SES Legacy Holdings, LLC | | 2/14/2020 |
**Signature of Reporting Person | Date |
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