Filing Details

1.		Name of Reporting Person   R/C Energy IV Direct Partnership, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   11,997,123*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   11,997,123*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,997,123*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   10.7%**
14.		Type of Reporting Person (See Instructions)   PN

 

1.		Name of Reporting Person   R/C Energy GP IV, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   39,804,996*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   39,804,996*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   39,804,996*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   35.4%**
14.		Type of Reporting Person (See Instructions)   OO (Limited Liability Company)

Explanatory Note

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018, as amended by Amendment No. 1 to Schedule 13D/A, filed on September 14, 2018, as amended by Amendment No. 2 to Schedule 13D/A, filed on July 11, 2019 (the “Current Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Common A Shares”), of Liberty Oilfield Services Inc. (the “Issuer”). The Common A Shares and Class B common stock, par value $0.01 per share, of the Issuer (the “Common B Shares” and, together with the Common A Shares, the “Common Shares”) are treated as a single class for purposes of this Schedule 13D because they vote together as a single class. Capitalized terms used herein without definition shall have the meaning set forth in the Current Schedule 13D.

Item 6 of the Current Schedule 13D is hereby amended and supplemented as follows:

On July 23, 2019, the Issuer,  R/C Energy IV Direct Partnership, L.P. and R/C IV Liberty Holdings, L.P. (together, “Riverstone”) entered into an additional Stockholders Agreement (the “Additional Agreement”). Pursuant to the Additional Agreement, the Issuer agreed to use reasonable best efforts to cause the board of directors of the Issuer (the “Board”) to, in the case where Riverstone and its affiliates beneficially own (as such term is defined under Rule 13(d)-3 promulgated under the Securities Exchange Act of 1934, as amended) at least 10% of the outstanding Common A Shares, and the Board is comprised of five or more directors that are not Riverstone nominees, elect one additional nominee designated by Riverstone to serve on the Board. Four directors appointed by Riverstone currently serve on the Board pursuant to the terms of that certain Stockholders Agreement, dated January 17, 2018, by and among the Issuer, Riverstone and the other parties thereto (the “Original Agreement”). The Additional Agreement does not limit or replace the rights of Riverstone under the Original Agreement.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Dated as of October 2, 2019

	RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
	By: R/C Energy GP IV, LLC, its general partner
	By: /s/ Peter Haskopoulos
	Name: Peter Haskopoulos
	Title: Managing Director
	R/C ENERGY IV DIRECT PARTNERSHIP, L.P.
	By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
	By: R/C Energy GP IV, LLC, its general partner
	By: /s/ Peter Haskopoulos
	Name: Peter Haskopoulos
	Title: Managing Director
	R/C IV LIBERETY HOLDINGS, L.P.
	By: Riverstone/Carlyle Energy Partners IV, L.P., its general partner
	By: R/C Energy GP IV, LLC, its general partner
	By: /s/ Peter Haskopoulos
	Name: Peter Haskopoulos
	Title: Managing Director
	R/C ENERGY GP IV, LLC
	By: /s/ Peter Haskopoulos
	Name: Peter Haskopoulos
	Title: Managing Director