| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/18/2018 |
3. Issuer Name and Ticker or Trading Symbol
National Energy Services Reunited Corp. [ NESR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares, no par value | 3,000,000 | I | See Footnote(1) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants | (2) | (2) | Ordinary Shares | 1,500,000 | $11.5 | I | See Footnote(1) |
| NPS Shares | (3) | (3) | Ordinary Shares | 13,340,448 | (3) | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares are owned by Olayan Saudi Holding Company ("OSHCO"), which is a majority-owned subsidiary of Olayan Financing Company ("OFC"). Each reporting person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such reporting person's pecuniary interests. |
| 2. The warrants become exercisable 30 days after the completion of an initial business combination and will expire on the fifth anniversary of such completion or earlier upon redemption. |
| 3. Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL, a Bahrain entity and majority-owned subsidiary of OFC ("Hana"), the Issuer, other selling stockholders, and NPS Holdings Limited ("NPS"), dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 shares of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which approval occurred on May 18, 2018. Hana is a nominee of OSHCO with respect to the exchange. |
| /s/ Ibrahim M Dokhi, Deputy General Counsel, Olayan Saudi Holding Company | 05/29/2018 | |
| /s/ Fadi Otaqui, General Counsel, Olayan Financing Company | 05/29/2018 | |
| ** 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 5 (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. | ||