Statement of Changes in Beneficial Ownership (4)
11 June 2022 - 6:34AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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WEXFORD CAPITAL LP |
2. Issuer Name and Ticker or Trading Symbol
MAMMOTH ENERGY SERVICES, INC.
[
TUSK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
777 SOUTH FLAGLER DRIVE, SUITE 602 EAST, |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2022 |
(Street)
WEST PALM BEACH, FL 33401
(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)
___ Form filed by One Reporting Person
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X
_ 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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Common Stock | 6/8/2022 | | P | | 15500 | A | $2.4972 (1) | 22255673 | I | See footnotes (4)(5) |
Common Stock | 6/9/2022 | | P | | 27489 | A | $2.4797 (2) | 22283162 | I | See footnotes (4)(5) |
Common Stock | 6/10/2022 | | P | | 54779 | A | $2.4555 (3) | 22337941 | I | See footnotes (4)(5) |
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 |
Explanation of Responses: |
(1) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4640 to $2.4983, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
(2) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4646 to $2.4846, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein. |
(3) | Represents a weighted average price. These shares of common stock were purchased in multiple transactions at prices ranging from $2.4497 to $2.4566, inclusive. The Reporting Persons, as defined below, undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth herein |
(4) | Wexford Capital LP ("Wexford Capital") may, by reason of its status as (i) sub-advisor of each of Wexford Spectrum Trading Limited ("WST") and Wexford Catalyst Trading Limited ("WCT") and (ii) manager of each of Wexford Focused Investors LLC ("WFI") and MEH SUB LLC ("MEH", and together with WST, WCT and WFI, the "Wexford Entities"), be deemed to own beneficially the securities held by the Wexford Entities. Wexford GP LLC ("Wexford GP") may, as the General Partner of Wexford Capital, be deemed to own beneficially the securities held by the Wexford Entities. Each of Charles E. Davidson ("Davidson") and Joseph M. Jacobs ("Jacobs", and together with the Wexford Entities, Wexford Capital, Wexford GP and Davidson, the "Reporting Persons") may, by reason of his status as a controlling person of Wexford GP, be deemed to own beneficially the securities held by the Wexford Entities. |
(5) | Each of Wexford Capital, Wexford GP, Davidson and Jacobs share the power to vote and to dispose of the securities held by the Wexford Entities. Each of Wexford Capital, Wexford GP, Davidson and Jacobs disclaim beneficial ownership of the securities held by the Wexford Entities and this report shall not be deemed as an admission that they are the beneficial owners of such securities, except to the extent of any pecuniary interests therein. The Reporting Persons may be deemed to be directors by deputization by virtue of Paul Jacobi and Arthur Amron, each an employee of Wexford Capital, serving as directors of the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 | X | X |
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Wexford GP LLC C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 44302 | X | X |
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DAVIDSON CHARLES E C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 | X | X |
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JACOBS JOSEPH C/O WEXFORD CAPITAL LP 777 SOUTH FLAGLER DRIVE, SUITE 602 EAST WEST PALM BEACH, FL 33401 | X | X |
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Signatures
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Wexford Capital LP, By: Wexford GP LLC, its general partner, By: Arthur Amron, Vice President and Assistant Secretary | | 6/10/2022 |
**Signature of Reporting Person | Date |
Wexford GP LLC, By: Arthur Amron, Vice President and Assistant Secretary | | 6/10/2022 |
**Signature of Reporting Person | Date |
Charles E. Davidson | | 6/10/2022 |
**Signature of Reporting Person | Date |
Joseph M. Jacobs | | 6/10/2022 |
**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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