UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
LIBERTY ENERGY INC.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
53115L 104
(CUSIP Number)
Dianne Ralston
Chief Legal Officer and Secretary
Schlumberger Limited
5599 San Felipe, 17th Floor
Houston, Texas 77056
(713) 513-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 2022
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐
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).
| 1. |
Names of Reporting Persons
Schlumberger N.V. (Schlumberger Limited)
| |||||
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. |
SEC Use Only
| |||||
| 4. |
Source of Funds
AF
| |||||
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
| |||||
| 6. |
Citizenship or Place of Organization
CURAÇAO
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person with |
7. |
Sole Voting Power
0
| ||||
| 8. |
Shared Voting Power
9,001,961
| |||||
| 9. |
Sole Dispositive Power
0
| |||||
| 10. |
Shared Dispositive Power
9,001,961
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,001,961
| |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%*
| |||||
| 14. |
Type of Reporting Person
HC
| |||||
* Based on 182,158,820 shares of Class A Common Stock outstanding as of October 18, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q (“Form 10-Q”) filed with the Securities and Exchange Commission (“SEC”) on October 20, 2022.
| 1. |
Names of Reporting Persons
Schlumberger B.V.
| |||||
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. |
SEC Use Only
| |||||
| 4. |
Source of Funds
AF
| |||||
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
| |||||
| 6. |
Citizenship or Place of Organization
Netherlands
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person with |
7. |
Sole Voting Power
0
| ||||
| 8. |
Shared Voting Power
9,001,961
| |||||
| 9. |
Sole Dispositive Power
0
| |||||
| 10. |
Shared Dispositive Power
9,001,961
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,001,961
| |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%*
| |||||
| 14. |
Type of Reporting Person
HC
| |||||
* Based on 182,158,820 shares of Class A Common Stock outstanding as of October 18, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on October 20, 2022.
| 1. |
Names of Reporting Persons
Schlumberger Holdings Corporation
| |||||
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. |
SEC Use Only
| |||||
| 4. |
Source of Funds
AF
| |||||
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
| |||||
| 6. |
Citizenship or Place of Organization
Delaware, United States
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person with |
7. |
Sole Voting Power
0
| ||||
| 8. |
Shared Voting Power
9,001,961
| |||||
| 9. |
Sole Dispositive Power
0
| |||||
| 10. |
Shared Dispositive Power
9,001,961
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,001,961
| |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%*
| |||||
| 14. |
Type of Reporting Person
HC
| |||||
* Based on 182,158,820 shares of Class A Common Stock outstanding as of October 18, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on October 20, 2022.
| 1. |
Names of Reporting Persons
Schlumberger Technology Corporation
| |||||
| 2. |
Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. |
SEC Use Only
| |||||
| 4. |
Source of Funds
AF
| |||||
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
| |||||
| 6. |
Citizenship or Place of Organization
Texas, United States
| |||||
| Number of Shares Beneficially Owned by Each Reporting Person with |
7. |
Sole Voting Power
0
| ||||
| 8. |
Shared Voting Power
9,001,961
| |||||
| 9. |
Sole Dispositive Power
0
| |||||
| 10. |
Shared Dispositive Power
9,001,961
| |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,001,961
| |||||
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
| |||||
| 13. |
Percent of Class Represented by Amount in Row (11)
4.9%*
| |||||
| 14. |
Type of Reporting Person
CO
| |||||
* Based on 182,158,820 shares of Class A Common Stock outstanding as of October 18, 2022, as reported in the Issuer’s Form 10-Q filed with the SEC on October 20, 2022.
Explanatory Note
This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) amends and supplements the Schedule 13D filed with the SEC on January 11, 2021, as amended by Amendment No. 1 to Schedule 13D, filed on September 29, 2021, Amendment No. 2 to Schedule 13D, filed on November 9, 2021, Amendment No. 3 to Schedule 13D, filed on March 3, 2022, Amendment No. 4 to Schedule 13D, filed on May 5, 2022, Amendment No. 5 to Schedule 13D, filed on June 10, 2022, and Amendment No. 6 to Schedule 13D, filed on October 26, 2022 (the “Current Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (the “Common A Shares”), of Liberty Energy Inc. (the “Issuer”), formerly known as Liberty Oilfield Services Inc. Capitalized terms used herein without definition shall have the meaning set forth in the Current Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Current Schedule 13D is hereby amended and restated in its entirety as follows:
| (a) | As of the date hereof, STC directly holds 9,001,961 Common A Shares, constituting approximately 4.9% of the 182,158,820 Common A Shares outstanding as of October 18, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on October 20, 2022. Since SHC controls STC, it is deemed to beneficially own the Common A Shares held directly by STC. Since Schlumberger BV controls SHC, it is deemed to beneficially own the Common A Shares held directly by STC. Since Schlumberger Limited controls Schlumberger BV, it is deemed to beneficially own the Common A Shares held directly by STC. |
| (b) | Schlumberger Limited, Schlumberger BV, SHC and STC have shared voting power and shared dispositive power over the Common A Shares held directly by STC. |
| (c) | On October 24, 2022, STC sold 12,367,500 Common A Shares at a price of $15.33 per share pursuant to Rule 144 under the Securities Act of 1933, as amended, for aggregate consideration of $189,593,775.00. |
On November 15, 2022, Issuer repurchased from STC 1,700,000 Common A Shares at a price per share of $16.35, or aggregate consideration of $27,795,000. The Issuer cancelled and retired such repurchased shares.
| (d) | The Reporting Persons have the right to receive distributions from, or proceeds from the sale of, the Common A Shares reported herein. Except as set forth in the preceding sentence, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common A Shares beneficially owned by the Reporting Persons. |
| (e) | On November 15, 2022, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common A Shares. |
SIGNATURES
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: November 21, 2022
| Schlumberger N.V. (Schlumberger Limited) | ||
| By: |
/s/ Samantha Blons | |
| Name: |
Samantha Blons | |
| Title: |
Assistant Secretary | |
| Schlumberger B.V. | ||
| By: |
/s/ Eileen Hardell | |
| Name: |
Eileen Hardell | |
| Title: |
Secretary | |
| Schlumberger Holdings Corporation | ||
| By: |
/s/ Jeanne Morrissette | |
| Name: |
Jeanne Morrissette | |
| Title: |
Treasurer | |
| Schlumberger Technology Corporation | ||
| By: |
/s/ Jeanne Morrissette | |
| Name: |
Jeanne Morrissette | |
| Title: |
Treasurer | |
[Signature Page to Schedule 13D/A]