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
                      
1. Name and Address of Reporting Person * MATLIN DAVID J 2. Issuer Name and Ticker or Trading Symbol U.S. WELL SERVICES, INC. [ USWS ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)
1360 POST OAK BOULEVARD, SUITE 1800
3. Date of Earliest Transaction (MM/DD/YYYY)
3/2/2022
(Street)
HOUSTON, TX 77056
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Warrants (right to buy) (1)  (2) 3/2/2022    A     697674       (2)  (2) Class A Common Stock   (3)(4)  (1) 697674 (3)(4) D   

Explanation of Responses:
(1)  Reflects the issuance by the Issuer of 697,674 warrants ("Warrants") exercisable for shares of Class A common stock of the Issuer, par value $0.0001 per share ("Class A Common Stock"), to the Reporting Person on March 2, 2022 in connection with the entry into that certain Joinder to Senior Secured Term Loan Agreement dated March 1, 2022 (the "Joinder to Credit Agreement") and the extension of a $1.5 million term loan to a subsidiary of the Issuer, and pursuant to the applicable Warrant Agreement (the "Warrant Agreement").
(2)  In accordance with the Warrant Agreement, the exercise price of the Warrants is $1.29 per share, subject to adjustment for stock splits, combinations, certain distributions or similar events in accordance with the terms of the Warrant Agreement. All or any portion of the Warrants issued pursuant to the Warrant Agreement may be exercised by the Reporting Person at any time prior to expiration in accordance with the terms of the Warrant Agreement. The Warrants expire on March 1, 2028.
(3)  Upon exercise by the Reporting Person, pursuant to the Warrant Agreement, the Warrants are required to be net settled in shares of Class A Common Stock, on a cashless basis based on the difference between (i) the volume weighted average price of 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.
(4)  As a result, the number of shares of Class A Common Stock issuable upon exercise of the Warrants cannot be determined at this time; however, in no event will the 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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATLIN DAVID J
1360 POST OAK BOULEVARD, SUITE 1800
HOUSTON, TX 77056
X



Signatures
/s/ Erin C. Simonson, Attorney-in-Fact 3/4/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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