Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
12 August 2024 - 10:15PM
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. 6)*
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)
May
8, 2024
(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-l(e), 240.l3d-l(f) or 240.13d-l(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/A | Page 2 of 9 |
| 1 |
NAME
OF REPORTING PERSONS.
Mubbadrah
Investment LLC |
| 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
Oman |
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
8,094,137** |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,094,137** |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,137** |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%*** |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * |
This
Schedule 13D is filed by Mubbadrah Investment LLC (“Mubbadrah”), Wild Investments LLC, formerly Wild Holding
LLC (“Wild Investments”), Myrad Investment LLC, formerly Myrad Holding LLC (“Myrad Investment”),
Yasser Al Barami (“Mr. Al Barami”) and Hilal Al Busaidi (“Mr. Al Busaidi” and, together with
Mubbadrah, Wild Investments, Myrad Investment, and Mr. Al Barami, the “Reporting Persons”). The Reporting Persons
each expressly disclaim status as a group for purposes of this Schedule 13D. |
| ** |
Consists
of 8,094,137 ordinary shares, no par value (“Ordinary Shares”), of National
Energy Services Reunited Corp. (the “Issuer”) held by Mubbadrah. Wild
Investments and Myrad Investment each own 50% of Mubbadrah. Mr. Al Barami owns 90% of Wild
Investments and Mr. Al Busaidi owns 97.5% of Myrad Investment. By virtue of these relationships,
Wild Investments, Myrad Investment, 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 Investments,
Myrad Investment, 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 a total of 95,408,453 Ordinary Shares, no par value, of National Energy Services Reunited Corp.
outstanding as of May 10, 2024, as reported by the Issuer in its Proxy Statement for its 2024 Annual General Meeting, filed as an
Exhibit to the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on May 21, 2024, the last
public disclosure by the Issuer of the outstanding Ordinary Shares of the Issuer. |
| CUSIP No. G6375R107 | 13D/A | Page 3 of 9 |
| 1 |
NAME
OF REPORTING PERSONS.
Wild Investments LLC |
| 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
Oman |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
8,094,137* |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,094,137* |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,137* |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%** |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * |
Consists of 8,094,137 Ordinary Shares held by Mubbadrah. Wild Investments
owns 50% of Mubbadrah. By virtue of this relationship, Wild Investments may be deemed to share voting and dispositive control over the
Ordinary Shares held by Mubbadrah. Wild Investments 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 a total of 95,408,453
Ordinary Shares, no par value, of National Energy Services Reunited Corp. outstanding as of May 10, 2024, as reported by the Issuer
in its Proxy Statement for its 2024 Annual General Meeting, filed as an Exhibit to the Issuer’s Report on Form 6-K filed with
the Securities and Exchange Commission on May 21, 2024, the last public disclosure by the Issuer of the outstanding Ordinary
Shares of the Issuer. |
| CUSIP No. G6375R107 | 13D/A | Page 4 of 9 |
| 1 |
NAME
OF REPORTING PERSONS.
Myrad Investment LLC |
| 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
Oman |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
8,094,137* |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,094,137* |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,137* |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%** |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| * |
Consists of 8,094,137 Ordinary Shares held by Mubbadrah. Myrad Investment
owns 50% of Mubbadrah. By virtue of this relationship, Myrad Investment may be deemed to share voting and dispositive control over the
Ordinary Shares held by Mubbadrah. Myrad Investment 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 a total of 95,408,453
Ordinary Shares, no par value, of National Energy Services Reunited Corp. outstanding as of May 10, 2024, as reported by the Issuer
in its Proxy Statement for its 2024 Annual General Meeting, filed as an Exhibit to the Issuer’s Report on Form 6-K filed with
the Securities and Exchange Commission on May 21, 2024, the last public disclosure by the Issuer of the outstanding Ordinary
Shares of the Issuer. |
| CUSIP No. G6375R107 | 13D/A | Page 5 of 9 |
| 1 |
NAME
OF REPORTING PERSONS.
Yasser Al Barami |
| 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
Oman |
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
8,094,137* |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,094,137* |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,137* |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW ( 11)
8.5%** |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * |
Consists of 8,094,137 Ordinary Shares held by Mubbadrah. Mr. Al Barami owns 90% of Wild Investments, 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 a total of
95,408,453 Ordinary Shares, no par value, of National Energy Services Reunited Corp. outstanding as of May 10, 2024, as reported by
the Issuer in its Proxy Statement for its 2024 Annual General Meeting, filed as an Exhibit to the Issuer’s Report on Form 6-K
filed with the Securities and Exchange Commission on May 21, 2024, the last public disclosure by the Issuer of the outstanding
Ordinary Shares of the Issuer. |
| CUSIP No. G6375R107 | 13D/A | Page 6 of 9 |
| 1 |
NAME
OF REPORTING PERSONS.
Hilal Al Busaidi |
| 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
Oman |
NUMBER
OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
0 |
| 8 |
SHARED
VOTING POWER
8,094,137* |
| 9 |
SOLE
DISPOSITIVE POWER
0 |
| 10 |
SHARED
DISPOSITIVE POWER
8,094,137* |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,094,137* |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW ( 11)
8.5%** |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| * |
Consists of 8,094,137 Ordinary Shares held by Mubbadrah. Mr. Al Busaidi owns 97.5% of Wild Investments, 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
Busaidi 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 a total of
95,408,453 Ordinary Shares, no par value, of National Energy Services Reunited Corp. outstanding as of May 10, 2024, as reported by
the Issuer in its Proxy Statement for its 2024 Annual General Meeting, filed as an Exhibit to the Issuer’s Report on Form 6-K
filed with the Securities and Exchange Commission on May 21, 2024, the last public disclosure by the Issuer of the outstanding
Ordinary Shares of the Issuer. |
| CUSIP No. G6375R107 | 13D/A | Page 7 of 9 |
This Amendment No. 6 (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 Investments LLC, an Oman limited liability company, formerly Wild Holding LLC
(“Wild Investments”), Myrad Investment LLC, an Oman limited liability company, formerly Myrad Holding LLC
(“Myrad Investment”), Yasser Al Barami (“Mr. Al Barami”), and Hilal Al Busaidi (“Mr.
Al Busaidi” and, together with Mubbadrah, Wild Investments, Myrad Investment, and Mr. Al Barami, the “Reporting
Persons”), as amended by the Amendment No. 1 thereto filed with the Commission on October 8, 2019, the Amendment No. 2
thereto filed with the Commission on June 24, 2020, the Amendment No. 3 thereto filed with the Commission on October 21, 2020, the
Amendment No. 4 thereto filed with the Commission on November 22, 2021 and the Amendment No. 5 thereto filed with the Commission on
June 23, 2022 (such Schedule 13D as amended to date, 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 January 30, 2024 through July 3, 2024, of 1,194,277 ordinary shares of the Issuer
as described on Schedule A.
|
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 a total of 95,408,453 Ordinary Shares, no par value, of National Energy Services Reunited Corp.,
outstanding as of May 10, 2024, as reported by the Issuer in its Proxy Statement for its 2024 Annual General Meeting, filed as an
Exhibit to the Issuer’s Report on Form 6-K filed with the Securities and Exchange Commission on May 21, 2024, the last
public disclosure by the Issuer of the outstanding Ordinary Shares of the Issuer. |
| |
|
|
| |
(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 January 30, 2024
through July 3, 2024, of 1,194,277 ordinary shares of the Issuer as described on Schedule A. |
| |
(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/A | Page 8 of 9 |
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:
August 12, 2024
| |
MUBBADRAH
INVESTMENT, LLC |
| |
|
|
| |
By: |
/s/ Hilal
Al Busaidi |
| |
Name: |
Hilal
Al Busaidi |
| |
|
|
| |
By: |
/s/
Yasser Al Barami |
| |
Name: |
Yasser
Al Barami |
| |
|
|
| |
WILD
INVESTMENTS LLC |
| |
|
|
| |
By: |
/s/ Yasser
Al Barami |
| |
Name: |
Yasser
Al Barami |
| |
|
|
| |
MYRAD
INVESTMENT LLC |
| |
|
| |
By: |
/s/
Hilal Al Busaidi |
| |
Name: |
Hilal
Al Busaidi |
| |
|
|
| |
AS
INDIVIDUALS: |
| |
|
|
| |
By: |
/s/
Yasser Al Barami |
| |
|
YASSER
AL BARAMI |
| |
|
|
| |
By: |
/s/
Hilal Al Busaidi |
| |
|
HILAL
AL BUSAIDI |
| CUSIP No. G6375R107 | 13D/A | Page 9 of 9 |
SCHEDULE
A
| Class of Security | |
Date of Sale | |
Shares Sold | | |
Average Price
Per Share Sold
($) | |
| Ordinary Shares | |
1/30/2024 | |
| (100,000 | ) | |
$ | 7.52 | |
| Ordinary Shares | |
2/14/2024 | |
| (23,259 | ) | |
$ | 7.22 | |
| Ordinary Shares | |
2/21/2024 | |
| (47,302 | ) | |
$ | 7.65 | |
| Ordinary Shares | |
2/22/2024 | |
| (22,768 | ) | |
$ | 7.56 | |
| Ordinary Shares | |
2/23/2024 | |
| (6,671 | ) | |
$ | 7.60 | |
| Ordinary Shares | |
2/29/2024 | |
| (29,782 | ) | |
$ | 7.76 | |
| Ordinary Shares | |
3/1/2024 | |
| (19,700 | ) | |
$ | 7.80 | |
| Ordinary Shares | |
3/4/2024 | |
| (6,969 | ) | |
$ | 7.70 | |
| Ordinary Shares | |
3/5/2024 | |
| (129,900 | ) | |
$ | 7.70 | |
| Ordinary Shares | |
3/18/2024 | |
| (78,421 | ) | |
$ | 7.85 | |
| Ordinary Shares | |
3/19/2024 | |
| (21,579 | ) | |
$ | 7.90 | |
| Ordinary Shares | |
3/20/2024 | |
| (8,319 | ) | |
$ | 8.00 | |
| Ordinary Shares | |
3/21/2024 | |
| (91,681 | ) | |
$ | 8.00 | |
| Ordinary Shares | |
4/1/2024 | |
| (100,000 | ) | |
$ | 8.10 | |
| Ordinary Shares | |
4/2/2024 | |
| (100,000 | ) | |
$ | 8.50 | |
| Ordinary Shares | |
5/8/2024 | |
| (200,000 | ) | |
$ | 10.00 | |
| Ordinary Shares | |
6/13/2024 | |
| (5,526 | ) | |
$ | 9.50 | |
| Ordinary Shares | |
6/14/2024 | |
| (2,400 | ) | |
$ | 9.50 | |
| Ordinary Shares | |
7/3/2024 | |
| (200,000 | ) | |
$ | 9.00 | |
| | |
| |
| (1,194,277 | ) | |
| | |
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