Statement of Ownership (sc 13g)
February 14 2018 - 12:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
National
Energy Services Reunited Corp.
(Name
of Issuer)
ORDINARY
SHARES, NO PAR VALUE
(Title
of Class of Securities)s
G6375R107
(CUSIP
Number)
December
31, 2017
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule
13d-1(b)
[ ] Rule
13d-1(c)
[X] Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No.
G6375R107
|
|
Page
2 of 8 Pages
|
1.
|
Names
of Reporting Persons
NESR
Holdings Ltd
.
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
[ ]
(b)
[ ]
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
British
Virgin Islands
|
Number
of Shares
Beneficially
Owned
By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
5,730,425
|
6
.
|
Shared
Voting Power
0
|
7
.
|
Sole
Dispositive Power
5,730,425
|
8
.
|
Shared
Dispositive Power
0
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,730,425
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
20%
|
12
.
|
Type
of Reporting Person (See Instructions)
CO
|
CUSIP
No.
G6375R107
|
|
Page
3 of 8 Pages
|
1.
|
Names
of Reporting Persons
Sherif
Foda
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a)
[ ]
(b)
[ ]
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
Egypt
|
Number
of Shares
Beneficially
Owned
By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6
.
|
Shared
Voting Power
5,730,425
|
7
.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
5,730,425
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,730,425
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
20%*
|
12
.
|
Type
of Reporting Person (See Instructions)
IN
|
*
Sherif Foda is a shareholder and director of NESR Holdings Ltd. Consequently, Mr. Foda may be deemed the beneficial owner of the
shares held by NESR Holdings Ltd. and has shared voting and dispositive control over such shares.
CUSIP
No.
G6375R107
|
|
Page
4 of 8 Pages
|
1.
|
Names
of Reporting Persons
Thomas
D. Wood
|
2
.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
(a) [ ]
(b) [ ]
|
3
.
|
SEC
Use Only
|
4
.
|
Citizenship
or Place of Organization
Canada
|
Number
of Shares
Beneficially
Owned
By
Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
0
|
6
.
|
Shared
Voting Power
5,730,425
|
7
.
|
Sole
Dispositive Power
0
|
8
.
|
Shared
Dispositive Power
5,730,425
|
9
.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,730,425
|
10
.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
(See
Instructions)
|
11
.
|
Percent
of Class Represented by Amount in Row (9)
20%*
|
12
.
|
Type
of Reporting Person (See Instructions)
IN
|
*
Thomas D. Wood is a shareholder and director of NESR Holdings Ltd. Consequently, Mr. Wood may be deemed the beneficial owner of
the shares held by NESR Holdings Ltd. and has shared voting and dispositive control over such shares.
Item
1(a).
|
Name
of Issuer:
|
|
|
|
National
Energy Services Reunited Corp. (the “Issuer”)
|
|
|
Item
1(b).
|
Address
of the Issuer’s Principal Executive Offices:
|
|
|
|
777
Post Oak Blvd., Suite 730
Houston,
Texas 77056
|
|
|
Item
2(a).
|
Names
of Persons Filing:
|
|
|
|
This
Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
|
|
(i)
|
NESR
Holdings Ltd.
|
|
|
|
|
(ii)
|
Sherif
Foda
|
|
|
|
|
(iii)
|
Thomas
D. Wood
|
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
|
The
address of the principal business and principal office of NESR Holdings Ltd. is 171 Main
Street, Road Town, Tortola, British Virgin Islands.
The
address of the principal business office of Sherif Foda and Thomas D. Wood is 777 Post Oak Blvd., Suite 730, Houston,
Texas 77056.
|
|
|
Item
2(c).
|
Citizenship:
|
|
(i)
|
NESR
Holdings Ltd. is a British Virgin Islands company.
|
|
|
|
|
(ii)
|
Sherif
Foda is a citizen of Egypt.
|
|
|
|
|
(ii)
|
Thomas
D. Wood is a citizen of Canada.
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
Ordinary
Shares, no par value per share.
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
G6375R107
|
|
|
Item
3.
|
If
this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
|
|
[ ]
|
(a)
Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
[ ]
|
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
[ ]
|
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
[ ]
|
(d)
Investment company registered under Section 8 of the Investment Company Act.
|
|
[ ]
|
(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
|
|
[ ]
|
(f)
An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
|
|
|
[ ]
|
(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
|
|
[ ]
|
(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
[ ]
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
|
|
|
|
|
[ ]
|
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
|
|
Not
applicable
|
Item
4.
|
Ownership.
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
The
reporting persons own an aggregate of 5,730,425 ordinary shares of the Issuer, representing 20% of the total ordinary
shares issued and outstanding. Each reporting person disclaims beneficial ownership of the reported securities except
to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting
person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
Not
Applicable
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
Not
Applicable
|
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control
Person.
|
|
|
|
Not
Applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
Not
Applicable
|
|
|
Item
9.
|
Notice
of Dissolution of Group.
|
|
|
|
Not
Applicable
|
|
|
Item
10.
|
Certifications.
|
|
|
|
Not
Applicable
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
DATE:
February 14, 2018
|
NESR
HOLDINGS LTD.,
a
British Virgin Islands company
|
|
|
|
By:
|
/s/
Sherif Foda
|
|
Name:
|
Sherif
Foda
|
|
Title:
|
Director
|
|
/s/
Sherif Foda
|
|
Sherif
Foda
|
|
|
|
/s/
Thomas D. Wood
|
|
Thomas
D. Wood
|
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations
(See
18 U.S.C. 1001)
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