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Filing Details

Accession Number:: 0001193125-20-140758
Form Type:: 13D Filing
Publication Date:: 2020-05-12 20:51:34

Filed By:: Quintana Capital Group, L.p.
Company:: Quintana Energy Services Inc. (NYSE:"QES")
Filing Date:: 2020-05-13
SEC Url:: 13D Filing

Ownership Summary

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	Sole Dispositive Power	Percent of Class
Quintana Capital Group	0	0	(3) 76.2%
Quintana Capital Group GP Ltd. 86-117	0	0	(3) 76.2%
Quintana Energy Partners	0	0	(3) 76.2%
Quintana Energy Fund 151 FI	0	0	(3) 76.2%
Quintana Energy Fund 151 TE	0	0	(3) 76.2%
Quintana Energy Partners 151 QES Holdings	0	0	(3) 76.2%
QEP Management Co.	0	0	(3) 76.2%
QEP Management Co. GP	0	0	(3) 76.2%
Robertson QES Investment	0	0	(2) 76.2%
Corbin J. Robertson, Jr	0	0	(6) 76.2%
Archer Limited	0	0	(3) 76.2%
Archer Assets UK Limited	0	0	(3) 76.2%
(	0	0	(3) 76.2%
Archer Holdco	0	0	(3) 76.2%
John Fredriksen	0	0	(3) 76.2%
C.K. Limited	0	0	(3) 76.2%
Greenwich Holdings Limited	0	0	(3) 76.2%
Famatown Finance Limited	0	0	(3) 76.2%
Geveran Investments Limited			(3) 76.2%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Quintana Energy Services Inc.

(Name of Issuer)

Common Stock, par value of $0.01 per share

(Title of Class of Securities)

74875T 10 3

(CUSIP Number)

Max L. Bouthillette

Executive Vice President, General Counsel, Chief Compliance Officer and

Corporate Secretary

1415 Louisiana Street, Suite 2900

Houston, Texas 77002

Tel: (832) 518-4094

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 3, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Capital Group, L.P. 86-1172016
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 6,459,524 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON PN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Capital Group, L.P. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Consists of 5,345,505 shares of common stock for which Quintana Energy Partners QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund FI, LP and Quintana Energy Fund TE, LP is Quintana Capital Group, L.P. Quintana Capital Group, L.P. may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners QES Holdings, L.L.C., Quintana Energy Fund TE, LP and Quintana Energy Fund FI, LP.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Capital Group GP Ltd. 86-1172015
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 6,459,524 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Capital Group GP Ltd. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Consists of 5,345,505 shares of common stock for which Quintana Energy Partners QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund FI, LP and Quintana Energy Fund TE, LP is Quintana Capital Group, L.P. Quintana Capital Group GP, Ltd. is the general partner of Quintana Capital Group, L.P. and may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners QES Holdings, L.L.C., Quintana Energy Fund TE, LP and Quintana Energy Fund FI, LP.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Energy Partners, L.P. 86-1172018
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 5,345,505 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON PN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Partners, L.P. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Quintana Energy Partners QES Holdings, L.L.C. is the record owner of these shares. Quintana Energy Partners, L.P. controls Quintana Energy Partners QES Holdings L.L.C. and may be deemed to have beneficial ownership of the shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Energy Fund FI, LP 03-0604623
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 319,001 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON PN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Fund FI, LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Quintana Energy Fund FI, LP is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Energy Fund TE, LP 03-0604624
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 795,018 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON PN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Fund TE, LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Quintana Energy Fund TE, LP is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Quintana Energy Partners QES Holdings, L.L.C. 82-4267266
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 5,345,505 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Quintana Energy Partners QES Holdings, L.L.C. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Quintana Energy Partners QES Holdings L.L.C. is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS QEP Management Co., LP 86-1172021
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 100,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON PN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which QEP Management Co., LP may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	QEP Management Co., LP is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS QEP Management Co. GP, LLC 86-1172020
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 100,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which QEP Management Co. GP, LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	QEP Management Co., LP is the record owner of these shares. QEP Management Co. GP, LLC is the general partner of QEP Management Co., LP and therefore may be deemed to beneficially own these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Robertson QES Investment LLC 81-4676115
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 2,886,041 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (2) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Robertson QES Investment LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Robertson QES Investment LLC is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Corbin J. Robertson, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS PF, OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER (1) 214,749 shares
		8	SHARED VOTING POWER (2) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER (1) 214,749 shares
		10	SHARED DISPOSITIVE POWER (3)(4)(5) 9,445,565 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (2) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (6) 76.2%
14	TYPE OF REPORTING PERSON IN

(1)	These shares are directly held by Corbin J. Robertson, Jr.

(2)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Corbin J. Robertson, Jr. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(3)

Includes 5,345,505 shares of common stock for which Quintana Energy Partners QES Holdings, L.L.C. is the record owner, 795,018 shares of common stock for which Quintana Energy Fund TE, LP is the record owner, and 319,001 shares of common stock for which Quintana Energy Fund FI, LP is the record owner. Quintana Energy Partners, L.P. controls Quintana Energy Partners QES Holdings L.L.C. The general partner of each of Quintana Energy Partners, L.P., Quintana Energy Fund FI, LP and Quintana Energy Fund TE, LP is Quintana Capital Group, L.P. Quintana Capital Group GP, Ltd. is the general partner of Quintana Capital Group, L.P. and may be deemed to have beneficial ownership of the shares directly held by Quintana Energy Partners QES Holdings, L.L.C., Quintana Energy Fund TE, LP and Quintana Energy Fund FI, LP. Corbin J. Robertson, Jr. is a member of the board of directors of Quintana Capital Group GP Ltd. and may be deemed to beneficially own these shares due to his additional rights regarding the management of Quintana Capital Group GP Ltd.

(4)

QEP Management Co., LP is the record owner of 100,000 of these shares. QEP Management Co. GP, LLC, the general partner of QEP Management Co., LP, may also be deemed to be the beneficial owner of these shares. Corbin J. Robertson, Jr. is a member of the board of directors of QEP Management Co. GP, LLC and may be deemed to beneficially own these shares due to his additional rights regarding the management of QEP Management Co. GP LLC.

(5)	Robertson QES Investment LLC is the record owner of 2,886,041 of these shares. As the sole manager of Robertson QES Investment LLC, Corbin J. Robertson Jr. may be deemed to beneficially own these shares.

(6)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Archer Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 9,494,306 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Archer Holdco LLC is the record owner of these shares. Archer Holdco LLC is wholly-owned by Archer Well Company Inc., which is wholly-owned by Archer Assets UK Limited, which is wholly-owned by Archer Limited. The board of directors of Archer Limited has voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Archer Assets UK Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 9,494,306 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Assets UK Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (2) Archer Well Company Inc. 26-2480765
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 9,494,306 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON CO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Well Company Inc. may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Archer Holdco LLC 32-0528346
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas, United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 9,494,306 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Archer Holdco LLC may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Archer Holdco LLC is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS John Fredriksen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 6,602,688 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON IN

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which John Fredriksen may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owner of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited. C.K. Limited is the trustee of various trusts established by Mr. Fredriksen for the benefit of his immediate family, which trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Geveran Investments Limited and Famatown Finance Limited. Mr. Fredriksen may be deemed to beneficially own these 6,602,688 shares through his indirect influence over Geveran Investments Limited, Famatown Finance Limited, and Greenwich Holdings Limited. Mr. Fredriksen disclaims beneficial ownership of these 6,602,688 shares except to the extent of his voting and dispositive interest in such shares. Mr. Fredriksen has no pecuniary interest in these 6,602,688 shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS C.K. Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 6,602,688 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which C.K. Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)

Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owners of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited. C.K. Limited is the trustee of various trusts established by Mr. Fredriksen for the benefit of his immediate family, which trusts are the sole shareholders of Greenwich Holdings Limited and the indirect owners of Geveran Investments Limited and Famatown Finance Limited. As such, C.K. Limited may be deemed to beneficially own these 6,602,688 shares that Geveran Investments Limited and Famatown Finance Limited beneficially own.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Greenwich Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 6,602,688 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Greenwich Holdings Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Geveran Investments Limited is the record owner of 4,602,688 of these shares. Famatown Finance Limited is the record owners of 2,000,000 of these shares. Geveran Investments Limited and Famatown Finance Limited are wholly-owned subsidiaries of Greenwich Holdings Limited.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Famatown Finance Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS WC (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 2,000,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Famatown Finance Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Famatown Finance Limited is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

Common Stock CUSIP No. 74875T 10 3


1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Geveran Investments Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (see Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER (1) 25,757,308 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER (2) 4,602,688 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 25,757,308 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (3) 76.2%
14	TYPE OF REPORTING PERSON OO

(1)	Consists of 25,757,308 aggregate shares of common stock held of record by certain of the Reporting Persons, of which Geveran Investments Limited may be deemed to have shared voting power and beneficial ownership by virtue of the Equity Rights Agreement discussed in Item 6 hereof.

(2)	Geveran Investments Limited is the record owner of these shares.

(3)	Based on 33,802,872 shares of Common Stock outstanding as of March 20, 2020, as reported in the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020.

AMENDMENT NO. 3 TO SCHEDULE 13D

This Amendment No. 3 to Schedule 13D (this Amendment No. 3) relates to the common stock, par value $0.01 per share (the Common Stock) of Quintana Energy Services Inc., a Delaware corporation (the Issuer), and amends the Schedule 13D filed with the Securities and Exchange Commission on February 26, 2018 (the Original 13D), as amended by each of Amendment No. 1, filed on March 30, 2018, and by Amendment No. 2, filed on November 7, 2018, by Quintana Capital Group, L.P. (Quintana Capital), Quintana Capital Group GP Ltd. (Quintana Capital GP), Quintana Energy Fund FI, LP (QES FI Fund), Quintana Energy Fund TE, LP (QES TE Fund), Quintana Energy Partners, L.P. (QEP), Quintana Energy Partners QES Holdings, L.L.C. (QEP Holdings), QEP Management Co., LP (QEP Management), QEP Management Co. GP, LLC (QEP Management GP), Robertson QES Investment LLC (Robertson QES), Corbin J. Robertson, Jr. (Mr. Robertson), Archer Limited (Archer Limited), Archer Assets UK Limited (Archer UK), Archer Well Company Inc. (Archer Well), Archer Holdco LLC (Archer Holdco), John Fredriksen (Mr. Fredriksen), C.K. Limited (C.K. Limited), Greenwich Holdings Limited (Greenwich), Famatown Finance Limited (Famatown) and Geveran Investments Limited (Geveran Investments and, together with Quintana Capital, Quintana Capital GP, QES FI Fund, QES TE Fund, QEP, QEP Holdings, QEP Management, QEP Management GP, Robertson QES, Mr. Robertson, Archer Limited, Archer UK, Archer Well, Archer Holdco, Mr. Fredriksen, C.K. Limited, Greenwich and Famatown, each a Reporting Person and collectively, the Reporting Persons).

Except as otherwise specified in this Amendment No. 3, all items left blank remain unchanged in all material respects and any items which are reported are deemed to amend the corresponding items in the Schedule 13D. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of this Schedule 13D is hereby amended and supplemented to include the following:

Support Agreement

On May 3, 2020, the Issuer and KLX Energy Services Holdings, Inc., a Delaware corporation (KLXE), Krypton Intermediate LLC, a Delaware limited liability company and indirect wholly owned subsidiary of KLXE (Acquiror), and Krypton Merger Sub Inc., a Delaware corporation and indirect wholly owned subsidiary of KLXE (Merger Sub), entered into an agreement and plan of merger (the Merger Agreement) pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Issuer in an all-stock merger transaction, with Issuer surviving as the indirect wholly owned subsidiary of KLXE (the Merger).

Concurrently with the execution of the Merger Agreement, Archer Holdco LLC, Geveran Investments Limited, Famatown Finance Limited, Robertson Quintana Investment LLC, Quintana Energy Partners Quintana Holdings LLC, Quintana Energy Fund TE, L.P. and Quintana Energy Fund FI, L.P. (collectively, the Designated Stockholders) entered into a Support Agreement (the Support Agreement) with KLXE pursuant to which the Designated Stockholders agreed, among other things and subject to the terms of the Support Agreement, (i) to vote all of their shares of Common Stock in favor of the adoption of the Merger Agreement and against, among other things, an alternative acquisition proposal, and (ii) to not knowingly solicit alternative acquisition proposals or enter into discussions or negotiations with respect thereto.

The Designated Stockholders have granted an irrevocable proxy in favor of designated officers of KLXE to vote their shares of Common Stock in accordance with the foregoing. The Support Agreement will terminate on the earliest to occur of (i) termination of the Merger Agreement, (ii) the effective time of the Merger, (iii) the making of any modification, waiver or amendment to the Merger Agreement effected without the Designated Stockholders consent that decreases the amount or changes the form of consideration to be paid by KLXE pursuant to the terms of the Merger Agreement as in effect on the date of the Support Agreement, (iv) the mutual written consent of KLXE and the Designated Stockholders, (v) the Outside Date (as defined in the Merger Agreement) and (vi) a change of recommendation by the board of directors of Issuer in connection with an intervening event.

The foregoing descriptions of the Merger Agreement and the Support Agreement do not purport to be complete and each is subject to, and each is qualified in its entirety by, the full text of each of the Merger Agreement and the Support Agreement, which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 5.

Interest in Securities of Issuer

Sub-Item (a) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Based on the 33,802,872 shares of the Issuers common stock outstanding as of March 20, 2020, pursuant to the Issuers definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 27, 2020, the shares of Common Stock held by the Reporting Persons constitute 76.2% of the outstanding shares of Common Stock of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Reference is made to each of the Merger Agreement and the Support Agreement defined and described in Item 4.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby supplemented as follows:

Exhibit 99.1

Agreement and Plan of Merger, dated May 3, 2020, by and among KLX Energy Services Holdings, Inc., Quintana Energy Services, Inc., Krypton Intermediate LLC, and Krypton Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by the Issuer on May 4, 2020).

Exhibit 99.2:

Support Agreement, dated May 3, 2020, by and among the Designated Stockholders and KLX Energy Services Holdings, Inc. (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by the Issuer on May 4, 2020).

Signature