Current Report Filing (8-k)

NexTier Oilfield Solutions Inc.

Dated: November 8, 2019

/s/ Kevin McDonald

Kevin McDonald

Executive Vice President, Chief Administrative Officer & General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2019

NEXTIER OILFIELD SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37988

38-4016639

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3990 Rogerdale Rd.

Houston, Texas

77042

(Address of principal executive offices)

(Zip Code)

(713) 325-6000

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value

NEX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, upon the closing of the business combination of Keane Group, Inc. (now known as NexTier Oilfield Solutions Inc., the “Company”) and C&J Energy Services, Inc. on October 31, 2019, James Stewart, Executive Chairman, was deemed terminated without cause from his employment with the Company. Mr. Stewart continues to serve as a non-employee director. On November 4, 2019, the Board of Directors of the Company confirmed and approved the vesting of Mr. Stewart’s outstanding unvested equity awards in connection with such termination of employment. This consisted of 447,292 unvested time-based restricted stock units and 211,503 unvested stock options held by Mr. Stewart.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.