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Form 4 Select Energy Services, For: May 14 Filed by: Skarke Michael

May 16, 2018 6:38 PM
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 *
Skarke Michael

(Last) (First) (Middle)
515 POST OAK BLVD., STE. 200

(Street)
HOUSTON TX 77027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Select Energy Services, Inc. [ WTTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Water Solutions
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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)
Code V Amount (A) or (D) Price
Class A Common Stock 05/14/2018 M (1) 28,063 A $ 0 40,706 D
Class B Common Stock (2) 05/14/2018 M 28,063 D $ 0 0 I By SES Legacy Holdings, LLC (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SES Holdings LLC Units (4) 05/14/2018 M 28,063 (4) (4) Class A Common Stock 28,063 (4) 0 I By SES Legacy Holdings, LLC (3)
Explanation of Responses:
1. Reflects the distribution from SES Legacy Holdings, LLC, to the Reporting Person, of 28,063 limited liability company units of SES Holdings, LLC (each, an "SES Holdings LLC Unit") and 28,063 shares of Class B common stock of the Issuer and the exchange of such SES Holdings LLC Units and Class B common stock for an equal number of shares of Class A common stock of the Issuer.
2. Each share of Class B common stock has no economic rights but entitles its holder to one vote on all matters to be voted on by stockholders generally.
3. Represents 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held directly by SES Legacy Holdings, LLC for which the Reporting Person may be deemed to be the beneficial owner. The Reporting Person generally has the right to acquire beneficial ownership of such 28,063 SES Holdings LLC Units and 28,063 shares of Class B common stock held by SES Legacy Holdings, LLC at his election pursuant to the SES Legacy Holdings, LLC limited liability company agreement.
4. Subject to the terms of the limited liability company agreement of SES Holdings, LLC 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) are exchangeable from time to time for shares of Class A common stock of the Issuer. Each of SES Holdings, LLC and the Issuer has the option to deliver cash in lieu of shares of Class A common stock upon the exercise by SES Legacy Holdings, LLC (or any transferee) of its exchange right.
/s/ Michael Skarke by Adam R. Law, as Attorney-in-Fact 05/16/2018
** 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).
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