Form 4 U.S. WELL SERVICES, INC. For: Sep 17 Filed by: Crestview III USWS TE, LLC

September 21, 2021 6:05 PM EDT

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Crestview Partners III GP, L.P.

(Last)

(First)

(Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/17/2021		M		48,912,429 ⁽¹⁾	A	⁽¹⁾	69,287,429	I	See footnote ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Redeemable Convertible Preferred Stock ⁽¹⁾	⁽¹⁾	09/17/2021		M			11,500	⁽¹⁾	⁽²⁾	Class A Common Stock	⁽¹⁾	⁽¹⁾	0	I	See footnote ⁽³⁾

Explanation of Responses:

1. Reflects the conversion of 11,500 shares of Series B Redeemable Convertible Preferred Stock of the Issuer, par value $0.0001 per share ("Series B Preferred Shares") held by Crestview III USWS, L.P. and Crestview III USWS TE, LLC (the "Crestview Entities") into shares of Class A Common Stock of the Issuer, par value $0.0001 per share ("Class A Shares") at a conversion price of $0.308 per share in accordance with the Series B Certificate of Designations.

2. The Series B Preferred Shares have no expiration date.

3. Crestview Partners III GP, L.P. may be deemed to have beneficial ownership of the securities held by the Crestview Entities. Crestview Partners III GP, L.P. exercises voting and dispositive power over the securities held by the Crestview Entities. Decisions by Crestview Partners III GP, L.P. to vote or dispose of such securities require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Adam J. Klein is a member of the Issuer's board of directors. Mr. Klein is a Partner of Crestview, L.L.C. (which is the general partner of Crestview Partners III GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to the Crestview Entities and certain affiliates). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Remarks:

Exhibit 99--Joint Filer Information

	By: Crestview Partners III GP, L.P., By: Crestview, L.L.C., its general partner, By: /s/ Ross A. Oliver, General Counsel	09/21/2021
	** Signature of Reporting Person	Date
	By: Crestview III USWS TE, LLC, By: /s/ Ross A. Oliver, General Counsel	09/21/2021
	** Signature of Reporting Person	Date
	By: Crestview III USWS, L.P., By: Crestview III USWS GenPar, LLC, By: /s/ Ross A. Oliver, General Counsel	09/21/2021
	** Signature of Reporting Person	Date
	By: Adam J. Klein, By: Ross A. Oliver, as Attorney-in-Fact	09/21/2021
	** 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 Number.

Exhibit 99

Joint Filer Information

Each of the following joint filers has designated Crestview Partners III GP, L.P. as the “Designated Filer” for purposes of the attached Form 4:

Crestview III USWS TE, LLC

c/o Crestview Partners

590 Madison Avenue, 42^nd Floor

New York, NY 10022

Crestview III USWS, L.P.

c/o Crestview Partners

590 Madison Avenue, 42^nd Floor

New York, NY 10022

Adam J. Klein

c/o Crestview Partners

590 Madison Avenue, 42^nd Floor

New York, NY 10022

Date of Event Requiring Statement: September 17, 2021

Issuer Name and Ticker or Trading Symbol: U.S. Well Services, Inc. [USWS]

Crestview III USWS TE, LLC

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

Crestview III USWS, L.P.

By: Crestview III USWS GenPar, LLC

By:	/s/ Ross A. Oliver
	Name: Ross A. Oliver
	Title: General Counsel

Adam J. Klein

By:	/s/ Ross A. Oliver, as Attorney-in-Fact

Date: September 21, 2021

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Form 4 U.S. WELL SERVICES, INC. For: Sep 17 Filed by: Crestview III USWS TE, LLC

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