Filing Details
- Accession Number:
- 0001104659-19-004792
- Form Type:
- 13G Filing
- Publication Date:
- 2019-01-31 16:31:10
- Filed By:
- Energy Capital Partners Ii, Lp
- Company:
- Propetro Holding Corp. (NASDAQ:PUMP)
- Filing Date:
- 2019-01-31
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Energy Capital Partners II | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II-A | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II-B | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II-C (Direct | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II-D | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II (Midland Co-Invest) | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners GP II | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners GP II Co-Investment (Midland) | 0 | 0 | 0 | 0 | 0 | 0% |
| Energy Capital Partners II | 0 | 0 | 0 | 0 | 0 | 0% |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ProPetro Holding Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74347M108
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 74347M108 | Schedule 13G | Page 1 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 2 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 3 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 4 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 5 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 6 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 7 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 8 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 9 of 15 |
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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| Number of | 5 | Sole Voting Power | |||
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| 6 | Shared Voting Power | ||||
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| 7 | Sole Dispositive Power | ||||
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| 8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row 9 | |||
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| 12 | Type of Reporting Person | |||
| CUSIP No. 74347M108 | Schedule 13G | Page 10 of 15 |
| Item 1. | ||
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| (a) | Name of Issuer: ProPetro Holding Corp. (the Issuer) |
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| (b) | Address of Issuers Principal Executive Offices: Midland, Texas 79701 |
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| Item 2. | ||
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| (a) | Name of Person Filing: Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
Energy Capital Partners II, LP (ECP II) Energy Capital Partners II-A, LP (ECP II-A) Energy Capital Partners II-B, LP (ECP II-B) Energy Capital Partners II-C (Direct LP), LP (ECP II-C) Energy Capital Partners II-D, LP (ECP II-D) Energy Capital Partners II (Midland Co-Invest), LP (ECP Co-Invest) Energy Capital Partners GP II, LP (ECP GP) Energy Capital Partners GP II Co-Investment (Midland), LLC (ECP Co-Invest GP) Energy Capital Partners II, LLC (Energy Capital Partners) |
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| (b) | Address or Principal Business Office: The address of each of the Reporting Persons is c/o Energy Capital Partners II, LLC, 51 John F. Kennedy Parkway, Suite 200, Short Hills, NJ 07078. |
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| (c) | Citizenship of each Reporting Person is: |
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| (d) | Title of Class of Securities: |
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| (e) | CUSIP Number: |
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| Item 3. |
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| Not applicable. | |
| CUSIP No. 74347M108 | Schedule 13G | Page 11 of 15 |
| Item 4. | Ownership. | ||
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| (a) | Amount beneficially owned: This amendment to Schedule 13G is being filed on behalf of the Reporting Persons to report that, as of September 24, 2018, the Reporting Persons do not beneficially own any Common Stock of the Issuer. | |
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| (b) | Percent of class: See Item 4(a) hereof. | |
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| (c) | Number of shares as to which such person has:
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| (i) | Sole power to vote or to direct the vote: 0 |
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| (ii) | Shared power to vote or to direct the vote: 0 |
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| (iii) | Sole power to dispose or to direct the disposition of: 0 |
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| (iv) | Shared power to dispose or to direct the disposition of: 0 |
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| Item 5. | Ownership of Five Percent or Less of a Class. | ||
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| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x | ||
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
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| Not applicable. | ||
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
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| Not applicable. | ||
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| Item 8. | Identification and Classification of Members of the Group. | ||
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| Not applicable. | ||
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| Item 9. | Notice of Dissolution of Group. | ||
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| Not applicable. | ||
| CUSIP No. 74347M108 | Schedule 13G | Page 12 of 15 |
| Item 10. | Certification. |
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| Not applicable. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 31, 2019
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| ENERGY CAPITAL PARTNERS II, LP | |
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| By: Energy Capital Partners GP II, LP, its general partner | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS II-A, LP | |
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| By: Energy Capital Partners GP II, LP, its general partner | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS II-B, LP | |
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| By: Energy Capital Partners GP II, LP, its general partner | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS II-C (DIRECT LP), LP | |
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| By: Energy Capital Partners GP II, LP, its general partner | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
| CUSIP No. 74347M108 | Schedule 13G | Page 13 of 15 |
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| ENERGY CAPITAL PARTNERS II-D, LP | |
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| By: Energy Capital Partners GP II, LP, its general partner | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS II (MIDLAND CO-INVEST), LP | |
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| By: Energy Capital Partners GP II Co-Investment (Midland), LLC, its general partner | |
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| By: Energy Capital Partners II, LLC, its sole member | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS GP II, LP | |
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| By: Energy Capital Partners II, LLC, its general partner | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
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| ENERGY CAPITAL PARTNERS GP II CO-INVESTMENT (MIDLAND), LLC | |
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| By: Energy Capital Partners II, LLC, its sole member | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
| CUSIP No. 74347M108 | Schedule 13G | Page 14 of 15 |
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| ENERGY CAPITAL PARTNERS II, LLC | |
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| By: | /s/ Christopher M. Leininger |
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| Name: Christopher M. Leininger | |
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| Title: Chief Legal Officer | |
| CUSIP No. 74347M108 | Schedule 13G | Page 15 of 15 |
LIST OF EXHIBITS
| Exhibit No. |
| Description |
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| 99 |
| Joint Filing Agreement (incorporated by reference to Exhibit 99 to the Schedule 13G filed by the Reporting Persons on February 12, 2018). |