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PLATINUM EQUITY LLC filed this Form 3 on 04/06/2017
Entire Document
 
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Soter Capital, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2016
3. Issuer Name and Ticker or Trading Symbol
KEY ENERGY SERVICES INC [ KEG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share 9,800,630(1)(2)(3) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Soter Capital, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Soter Capital Holdings, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PE Soter Holdings, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Capital Soter Partners, L.P.

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Partners III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Platinum Equity Investment Holdings III, LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PLATINUM EQUITY LLC

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gores Tom

(Last) (First) (Middle)
C/O PLATINUM EQUITY ADVISORS, LLC
360 NORTH CRESCENT DRIVE, SOUTH BUILDING

(Street)
BEVERLY HILLS CA 90210

(City) (State) (Zip)
Explanation of Responses:
1. These shares were issued to Soter Capital, LLC ("Soter") in connection with the issuer's emergence from bankruptcy on December 15, 2016 and Soter's participation in the related rights offering.
2. Soter Capital Holdings, LLC ("SCH") is the sole member of Soter and may be deemed to beneficially own the common stock beneficially owned by Soter. PE Soter Holdings, LLC ("PESH") holds a majority membership interest in SCH and may be deemed to beneficially own the common stock beneficially owned by SCH. Platinum Equity Capital Soter Partners, L.P. ("PECSP") holds a majority membership interest in PESH and may be deemed to beneficially own the common stock beneficially owned by PESH. Platinum Equity Partners III, LLC ("PEP III") is the general partner of PECSP and may be deemed to beneficially own the common stock beneficially owned by PECSP.
3. (Continued from Footnote 2) Platinum Equity Investment Holdings III, LLC ("PEIH III") is the senior managing member of PEP III and may be deemed to beneficially own the common stock beneficially owned by PEP III. Platinum Equity, LLC ("Platinum Equity") is the sole member of PEIH III and may be deemed to beneficially own the common stock beneficially owned by PEIH III. Tom Gores is the Chairman and Chief Executive Officer of Platinum Equity and may be deemed to beneficially own the common stock beneficially owned by Platinum Equity. Mr. Gores disclaims beneficial ownership of all the shares of common stock held by each of the entities listed above with respect to which he does not have a pecuniary interest.
Remarks:
1. Exhibit 24 - Power of Attorney 2. Exhibit 99.1 - Signatures
See Exhibit 99.1 - Signatures 04/06/2017
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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