Select Water Solutions, Inc. — Director's Dealing 2017

Apr 20, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Select Energy Services, Inc. (WTTR)
CIK: 0001693256
Period of Report: 2017-04-20

Reporting Person: Crestview Partners II GP, L.P. (Director, 10% Owner)
Reporting Person: Crestview Partners II SES Investment B, LLC (Director, 10% Owner)
Reporting Person: Crestview Partners II SES Investment, LLC (Director, 10% Owner)
Reporting Person: Crestview Advisors, L.L.C. (Director, 10% Owner)
Reporting Person: Delaney Robert V. Jr. (Director)
Reporting Person: Klein Adam J (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3802972	Indirect
Class B Common Stock	16221101	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common LLC Units	$		Class A Common Stock (16221101)		Indirect

Footnotes

F1: Represents shares of Class A Common Stock of the Issuer ("Class A Shares") directly beneficially owned by Crestview Partners II SES Investment B, LLC ("Crestview II SES B").

F2: Represents shares of Class B Common Stock of the Issuer ("Class B Shares") indirectly beneficially owned by Crestview Partners II SES Investment, LLC ("Crestview II SES") though SES Legacy Holdings, LLC ("Legacy Holdings").

F3: Represents Common LLC Units ("Units") of SES Holdings, LLC ("SES Holdings"), a subsidiary of the Issuer, indirectly owned by Crestview II SES through Legacy Holdings. The Units are redeemable by Legacy Holdings at any time in exchange for newly-issued Class A Shares on a one-for-one basis (subject to conversion rate adjustments for stock splits, stock dividends, reclassification and other similar transactions) (or, at the election of SES Holdings or the Issuer, cash in an amount equal to the Cash Election Value of such Class A Shares (as defined in the SES Holdings LLC Agreement to be the trailing 10-day VWAP of the Class A Shares).

F4: Each of Crestview GP, Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the Class A Shares directly beneficially owned by Crestview II SES B.

F5: Each of Crestview GP, Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Holdings II (TE), L.P. and Crestview Partners II (FF), L.P. may be deemed to have beneficial ownership of the Class B Shares and Units indirectly beneficially owned by Crestview II SES.

F6: Crestview GP is the general partner of (i) Crestview Partners II, L.P., Crestview Partners II (TE), L.P. (which is the general partner of Crestview Holdings II (TE), L.P.) and Crestview Partners II (FF), L.P., each of which are direct or indirect members of Crestview II SES and (ii) Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a direct member of Crestview II SES B. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.

F7: Robert V. Delaney, Jr. and Adam J. Klein are each members of the Issuer's board of directors. Mr. Delaney, Jr. is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. Mr. Klein is a partner of each of Crestview, L.L.C. and Crestview Advisors, L.L.C.

F8: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

F9: Upon the redemption of any Units, a number of Class B Shares equal to the number of Units that are redeemed will be cancelled by the Issuer for no consideration.