Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)*

______________________

Liberty Oilfield Services Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value per share

(Title of Class of Securities)

53115L 104

(CUSIP Number)

Dianna Rosser Aprile

c/o Riverstone Holdings, LLC

712 Fifth Avenue, 36th Floor

New York, New York 10019

(212) 993-0076

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(with a copy to)

Jeffrey S. Hochman

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

October 7, 2020

(Date of Event Which Requires Filing of Statement on Schedule 13D)

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), checking the following box. ☐

* 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 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).

CUSIP No. 53115L 104

Schedule 13D

Page 2 of 10 Pages

---

1.		Name of Reporting Person   Riverstone/Carlyle Energy Partners IV, 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   28,304,996*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   28,304,996*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   28,304,996*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   25.1%**
14.		Type of Reporting Person (See Instructions)   PN

---

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   8,531,053*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   8,531,053*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   8,531,053*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   7.6%**
14.		Type of Reporting Person (See Instructions)   PN

---

1.		Name of Reporting Person   R/C IV Liberty Holdings, 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   19,773,943*
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   19,773,943*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   19,773,943*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)    ☐
13.		Percent of Class Represented by Amount in Row (11)   17.5%**
14.		Type of Reporting Person (See Instructions)   PN

CUSIP No. 53115L 104

Schedule 13D

Page 5 of 10 Pages

* Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares.

** Based on an aggregate of 84,853,162 Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.

---

Explanatory Note

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:

(a)

and (b)

The below table sets forth the number of Common Shares directly and beneficially owned by each of the Reporting Persons.  The shares directly owned by R/C Direct and R/C Liberty are deemed to be beneficially owned by Riverstone/Carlyle, their general partner, and all of such shares are deemed to be beneficially owned by R/C GP, the general partner of Riverstone/Carlyle.  Accordingly, as indicated with respect to such shares listed as beneficially owned in the below table, the applicable Reporting Persons have shared voting power to vote and direct the vote of, and have shared power to dispose and direct the disposition of, such shares.  None of the Reporting Persons have the sole power to vote or direct the vote, or the sole power to dispose or direct the disposition of, the shares listed in the table below.  In addition, by virtue of the Stockholders Agreement and the other agreements among certain of the Reporting Persons as described in this Schedule 13D, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) under the Securities Exchange Act of 1934, as amended, and Rule 13d-5(1) thereunder. Each Reporting Person expressly disclaims, to the extent permitted by applicable law, beneficial ownership of any Common Shares held by the other Reporting Persons.

(1)	Based on an aggregate of 84,853,162  Common A Shares and 28,080,525 Common B Shares outstanding as of August 28, 2020, as reported in the Issuer’s preliminary Schedule 14A filing on October 1, 2020.

(2)	Represents 11,117,397 Common A Shares and 17,187,599 Common B Shares and includes Common Shares directly owned by R/C Direct and R/C Liberty.

By virtue of the various agreements and arrangements among the Reporting Persons described in this Schedule 13D and the members of the Voting Group (the members of the Voting Group other than any Reporting Persons, the “Non-Riverstone Members”), the Non-Riverstone Members may be deemed to be members of a “group” with the Reporting Persons. None of the Non-Riverstone Members are Reporting Persons on this Schedule 13D, and any obligations any of them may have under Section 13(d) of the Act would have to be satisfied on one or more separate filings. To the extent that any Non-Riverstone Members beneficially owns Equity Interests, the Reporting Persons may be deemed to beneficially own any such Equity Interests, but expressly disclaim, to the extent permitted by applicable law, beneficial ownership thereof.

(c)	None of the Reporting Persons has effected any transactions of the Common A Shares during the 60 days preceding the date of this report, except as described in Items 4 and 6 of this Schedule 13D, which information is incorporated herein by reference.

(d)	Not applicable.

(e)	Not applicable.

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

In connection with the sales described in Item 4 above, on October 7, 2020, each of R/C Direct and R/C Liberty entered into a 30 day Lock-Up Agreement with BMO Capital Markets Corp.  Copies of each Lock-Up Agreement are attached as exhibits 7.16 and 7.17 to this Schedule 13D and are incorporated herein by reference.

Item 7 of the Current Schedule 13D is amended and supplemented by adding the following exhibits:

7.17	Lock-Up Agreement of R/C Direct.

7.18	Lock-Up Agreement of R/C Liberty.

---