Amended Statement of Beneficial Ownership (sc 13d/a)
24 Juni 2020 - 4:45PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
National
Energy Services Reunited Corp.
(Name
of Issuer)
Ordinary
Shares, no par value
(Title
of Class of Securities)
G6375R107
(CUSIP
Number)
Mubbadrah
Investments LLC
Building
No. 1/21 Way No. 5001
Near
Al Nadha Towers, Ghala,
Muscat,
Oman
+968
24390901
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
2, 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 which is the subject of this Schedule
13D, and is filing this schedule because of Sections 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
Section 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 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. G6375R107
|
13D
|
Page
2 of 12
|
1
|
NAME
OF REPORTING PERSONS.
Mubbadrah
Investment LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]*
|
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
Oman
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
14,821,848**
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
14,821,848**
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,821,848**
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%***
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
This
Schedule 13D is filed by Mubbadrah Investment LLC (“Mubbadrah”), Wild Holding LLC (“Wild Holding”),
Myrad Holding LLC (“Myrad Holding”), Yasser Al Barami (“Mr. Al Barami”) and Hilal Al
Busaidi (“Mr. Al Busaidi” and, together with Mubbadrah, Wild Holding, Myrad Holding, and Mr. Al Barami,
the “Reporting Persons”). The Reporting Persons expressly disclaim status as a group for purposes of this
Schedule 13D.
|
**
|
Consists
of 14,821,848 ordinary shares, no par value (“Ordinary Shares”), of National Energy Services Reunited Corp.
(the “Issuer”) held by Mubbadrah. Wild Holding and Myrad Holding each own 50% of Mubbadrah. Mr. Al Barami
owns 90% of Wild Holding and Mr. Al Busaidi owns 90% of Myrad Holding. By virtue of these relationships, Wild Holding, Myrad
Holding, Mr. Al Barami and Al Busaidi may be deemed to share voting and dispositive control over the Ordinary Shares held
by Mubbadrah. Each of Wild Holding, Myrad Holding, Mr. Al Barami and Mr. Al Busaidi disclaim beneficial ownership of any Ordinary
Shares held or beneficially owned by Mubbadrah, except to the extent of each of their pecuniary interests therein.
|
***
|
The
percentage is calculated based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
of March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
CUSIP
No. G6375R107
|
13D
|
Page
3 of 12
|
1
|
NAME
OF REPORTING PERSONS.
Wild
Holding LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
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
Oman
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
14,821,848*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
14,821,848*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,821,848*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%**
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Consists
of 14,821,848 Ordinary Shares held by Mubbadrah. Wild Holding owns 50% of Mubbadrah. By virtue of this relationship, Wild
Holding may be deemed to share voting and dispositive control over the Ordinary Shares held by Mubbadrah. Wild Holding disclaims
beneficial ownership of any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of its pecuniary
interests therein.
|
**
|
The
percentage is calculated based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
of March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
CUSIP
No. G6375R107
|
13D
|
Page
4 of 12
|
1
|
NAME
OF REPORTING PERSONS.
Myrad
Holding LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
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
Oman
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
14,821,848*
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
14,821,848*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,821,848*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%**
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
*
|
Consists
of 14,821,848 Ordinary Shares held by Mubbadrah. Myrad Holding owns 50% of Mubbadrah. By virtue of this relationship, Myrad
Holding may be deemed to share voting and dispositive control over the Ordinary Shares held by Mubbadrah. Myrad Holding disclaims
beneficial ownership of any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of its pecuniary
interests therein.
|
**
|
The
percentage is calculated based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
of March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
CUSIP
No. G6375R107
|
13D
|
Page
5 of 12
|
1
|
NAME
OF REPORTING PERSONS.
Yasser
Al Barami
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
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
Oman
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
14,821,848*
|
9
|
SOLE
DISPOSITIVE POWER
2,512*
|
10
|
SHARED
DISPOSITIVE POWER
14,821,848*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,824,360*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%**
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Consists
of (i) 14,821,848 Ordinary Shares held by Mubbadrah and (ii) 2,512 Ordinary Shares held by Mr. Al Barami. Mr. Al Barami owns
90% of Wild Holdings, which owns 50% of Mubbadrah. By virtue of this relationship, Mr. Al Barami may be deemed to share voting
and dispositive control over the Ordinary Shares held by Mubbadrah. Mr. Al Barami disclaims beneficial ownership of any Ordinary
Shares held or beneficially owned by Mubbadrah, except to the extent of his pecuniary interests therein.
|
**
|
The
percentage is calculated based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
of March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
CUSIP
No. G6375R107
|
13D
|
Page
6 of 12
|
1
|
NAME
OF REPORTING PERSONS.
Hilal
Al Busaidi
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ] (b) [X]
|
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
Oman
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
14,821,848*
|
9
|
SOLE
DISPOSITIVE POWER
61,671*
|
10
|
SHARED
DISPOSITIVE POWER
14,821,848*
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,883,519*
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.0%**
|
14
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
*
|
Consists
of (i) 14,821,848 Ordinary Shares held by Mubbadrah and (ii) 61,671 Ordinary Shares held by Mr. Al Busaidi. Mr. Al Busaidi
owns 90% of Myrad Holdings, which owns 50% of Mubbadrah. By virtue of this relationship, Mr. Al Busaidi may be deemed to share
voting and dispositive control over the Ordinary Shares held by Mubbadrah. Mr. Al Barami disclaims beneficial ownership of
any Ordinary Shares held or beneficially owned by Mubbadrah, except to the extent of his pecuniary interests therein.
|
**
|
The
percentage is calculated based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as
of March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
CUSIP
No. G6375R107
|
13D
|
Page
7 of 12
|
This
Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on September 27, 2018, by Mubbadrah Investments LLC, an Oman limited liability
company (“Mubbadrah”), Wild Holding LLC, an Oman limited liability company (“Wild Holding”),
Myrad Holding LLC, an Oman limited liability company (“Myrad Holding”), Yasser Al Barami (“Mr. Al
Barami”), and Hilal Al Busaidi (“Mr. Al Busaidi” and, together with Mubbadrah, Wild Holding, Myrad
Holding, and Mr. Al Barami, the “Reporting Persons”), as amended by the Amendment No. 1 thereto filed with
the Commission on October 8, 2019 (such Schedule 13D as amended by Amendment No. 1 thereof, the “Schedule 13D”).
Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect,
and the disclosures set forth in the Schedule 13D, other than as amended herein are incorporated by reference herein.
Item
3. Source and Amount of Funds or Other Consideration
Item
3 is hereby amended and modified to include the following (which shall be in addition to the information previously included in
the Schedule 13D):
This
Amendment reports:
(a)
the sale by Mubbadrah in open market transactions from November 7, 2019 through March 9, 2020, of 1,470,576 ordinary shares of
the Issuer as described on Schedule A,
(b)
the sale by Mr. Al Busaidi in open market transactions from February 28, 2020 through June 5, 2020, of 677,909 ordinary shares
of the Issuer as described on Schedule B,
(c)
the purchase by Mr. Al Busaidi in an open market transactions between March 9, 2020 and June 30, 2020, of 118,368 ordinary shares
as described on Schedule C, and
(d)
the sale by Mr. Al Barami in open market transactions between November 8, 2019 and February 19, 2020, of 273,000 ordinary shares
as described on Schedule D.
Item
5. Interest in Securities of the Issuer
|
(a)
|
The
information set forth on rows 11 and 13 of the cover pages of this Schedule 13D/A is incorporated by reference. The percentage
set forth in row 13 is based upon 87,494,888 outstanding Ordinary Shares, as reported on the Issuer’s Form 6-K, as of
March 31, 2020, as filed with the Securities and Exchange Commission on May 7, 2020.
|
|
|
|
|
(b)
|
The
information set forth in rows 7 through 10 of the cover pages to this Schedule 13D/A is incorporated by reference.
|
|
(c)
|
This
Amendment reports
|
|
|
|
|
|
(a)
the sale by Mubbadrah in open market transactions from November 7, 2019 through March 9, 2020, of 1,470,576 ordinary shares of
the Issuer as described on Schedule A,
|
|
|
|
|
|
(b)
the sale by Mr. Al Busaidi in open market transactions from February 28, 2020 through June 5, 2020, of 677,909 ordinary shares
of the Issuer as described on Schedule B,
|
|
|
|
|
|
(c)
the purchase by Mr. Al Busaidi in open market transactions between March 9, 2020 and June 30, 2020, of 118,368 ordinary shares
as described on Schedule C, and
|
|
|
|
|
|
(d)
the sale by Mr. Al Barami in open market transactions between November 8, 2019 and February 19, 2020, of 273,000 ordinary shares
as described on Schedule D.
|
|
|
|
|
(d)
|
No
person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Ordinary Shares subject to this Schedule 13D/A.
|
|
|
|
|
(e)
|
Not
applicable.
|
CUSIP
No. G6375R107
|
13D
|
Page
8 of 12
|
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
June 24, 2020
|
MUBBADRAH
INVESTMENT, LLC
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
Name:
|
Hilal
Al Busaidi
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
Name:
|
Yasser
Al Barami
|
|
|
|
|
WILD
HOLDING LLC
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
Name:
|
Yasser
Al Barami
|
|
|
|
|
MYRAD
HOLDING LLC
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
Name:
|
Hilal
Al Busaidi
|
|
|
|
|
By:
|
/s/
Yasser Al Barami
|
|
|
YASSER
AL BARAMI
|
|
|
|
|
By:
|
/s/
Hilal Al Busaidi
|
|
|
HILAL
AL BUSAIDI
|
CUSIP
No. G6375R107
|
13D
|
Page
9 of 12
|
SCHEDULE
A
Class of Security
|
|
Date of Sale
|
|
Shares Sold
|
|
|
Average Price Per Share Sold ($)
|
|
Ordinary Shares
|
|
11/7/2019
|
|
|
200,000
|
|
|
$
|
7.35
|
|
Ordinary Shares
|
|
11/8/2019
|
|
|
300,000
|
|
|
$
|
7.34
|
|
Ordinary Shares
|
|
2/25/2020
|
|
|
100,000
|
|
|
$
|
7.90
|
|
Ordinary Shares
|
|
3/2/2020
|
|
|
761,163
|
|
|
$
|
7.97
|
|
Ordinary Shares
|
|
3/4/2020
|
|
|
9,163
|
|
|
$
|
8.00
|
|
Ordinary Shares
|
|
3/5/2020
|
|
|
90,837
|
|
|
$
|
7.71
|
|
Ordinary Shares
|
|
3/6/2020
|
|
|
8,729
|
|
|
$
|
7.60
|
|
Ordinary Shares
|
|
3/9/2020
|
|
|
684
|
|
|
$
|
7.60
|
|
|
|
TOTAL
|
|
|
1,470,576
|
|
|
|
|
|
CUSIP
No. G6375R107
|
13D
|
Page
10 of 12
|
SCHEDULE
B
Class of Security
|
|
Date of Sale
|
|
Shares Sold
|
|
|
Average Price Per Share Sold ($)
|
|
Ordinary Shares
|
|
2/28/2020
|
|
|
100,000
|
|
|
$
|
7.90
|
|
Ordinary Shares
|
|
3/3/2020
|
|
|
20,000
|
|
|
$
|
7.99
|
|
Ordinary Shares
|
|
3/4/2020
|
|
|
13,307
|
|
|
$
|
8.03
|
|
Ordinary Shares
|
|
3/6/2020
|
|
|
63,526
|
|
|
$
|
7.65
|
|
Ordinary Shares
|
|
3/9/2020
|
|
|
201,900
|
|
|
$
|
6.72
|
|
Ordinary Shares
|
|
3/10/2020
|
|
|
40,000
|
|
|
$
|
6.76
|
|
Ordinary Shares
|
|
3/11/2020
|
|
|
100
|
|
|
$
|
6.61
|
|
Ordinary Shares
|
|
3/12/2020
|
|
|
30,000
|
|
|
$
|
5.71
|
|
Ordinary Shares
|
|
3/13/2020
|
|
|
70,000
|
|
|
$
|
5.47
|
|
Ordinary Shares
|
|
3/18/2020
|
|
|
70,300
|
|
|
$
|
6.29
|
|
Ordinary Shares
|
|
3/19/2020
|
|
|
20,000
|
|
|
$
|
5.56
|
|
Ordinary Shares
|
|
3/31/2020
|
|
|
18,676
|
|
|
$
|
5.03
|
|
Ordinary Shares
|
|
4/1/2020
|
|
|
100
|
|
|
$
|
4.95
|
|
Ordinary Shares
|
|
6/5/2020
|
|
|
30,000
|
|
|
$
|
6.45
|
|
|
|
TOTAL
|
|
|
677,909
|
|
|
|
|
|
CUSIP
No. G6375R107
|
13D
|
Page
11 of 12
|
SCHEDULE
C
Class of Security
|
|
Date of Sale
|
|
Shares Purchased
|
|
|
Average Price Per Share Sold ($)
|
|
Ordinary Shares
|
|
3/9/2020
|
|
|
20,000
|
|
|
$
|
6.70
|
|
Ordinary Shares
|
|
3/25/2020
|
|
|
10,000
|
|
|
$
|
4.98
|
|
Ordinary Shares
|
|
3/26/2020
|
|
|
6,200
|
|
|
$
|
4.55
|
|
Ordinary Shares
|
|
3/27/2020
|
|
|
10,000
|
|
|
$
|
4.30
|
|
Ordinary Shares
|
|
3/30/2020
|
|
|
16,600
|
|
|
$
|
4.05
|
|
Ordinary Shares
|
|
5/8/2020
|
|
|
23,368
|
|
|
$
|
5.08
|
|
Ordinary Shares
|
|
5/11/2020
|
|
|
2,000
|
|
|
$
|
4.74
|
|
Ordinary Shares
|
|
5/18/2020
|
|
|
30,000
|
|
|
$
|
4.60
|
|
Ordinary Shares
|
|
6/30/2020
|
|
|
200
|
|
|
$
|
5.08
|
|
|
|
Total
|
|
|
118,368
|
|
|
|
|
|
CUSIP
No. G6375R107
|
13D
|
Page
12 of 12
|
SCHEDULE
D
Class of Security
|
|
Date of Sale
|
|
Shares Sold
|
|
|
Average Price Per Share Sold ($)
|
|
Ordinary Shares
|
|
11/8/2019
|
|
|
100,000
|
|
|
$
|
7.27
|
|
Ordinary Shares
|
|
11/18/2019
|
|
|
50,000
|
|
|
$
|
7.62
|
|
Ordinary Shares
|
|
12/23/2019
|
|
|
100,000
|
|
|
$
|
8.73
|
|
Ordinary Shares
|
|
2/19/2020
|
|
|
23,000
|
|
|
$
|
7.88
|
|
|
|
TOTAL
|
|
|
273,000
|
|
|
|
|
|
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